Marémon
by ShizukaRakugaki44
Summary: Following the death of his uncle, a young man named Peter Parker decides to become a Marémon Hero like his idol Tony Stark in an alternate version of the Marvel universe where superhero and villain personas are embodied as creatures called Marémon.
1. Episode 1: Marémon Wake-Up Call!

**Being inspired by CartoonHooligans' videos where they reimagine DC and Marvel Superheroes as Pokémon Trainers that use Pokémon designed after their superhero personas, I thought I would give the concept a try and flesh it out to its full potential with this fanfic. Now while most of the characters and events will be primarily based on the MCU, I will be including some elements from the X-Men movies and Marvel comics too. As for the Pokémon side of things, I'm not basing the setting off of any particular region and including a mishmash of different elements from the games and anime series to suit my particular story. So with that said, I hope you enjoy this tribute I've made to the MCU and Pokémon which I both like though not as much as other people do.**

Episode 1: Marémon Wake-Up Call!

"Peter."

In response, a young boy with short brown hair and hazel eyes looked up from a plastic card he was holding at a middle-aged woman who stood in the doorway to his bedroom.

"Aunt May," the boy said, looking mildly surprised as he sat on his blue futon bed.

"Still looking at your Marémon License?" The woman smiled and walked over to Peter.

The card showed Peter's face next to some personal information while an emblem shaped like a downward triangle inside a circle stood in the upper-left corner.

"Yeah," Peter admitted. "I still can't believe I've got this now, after spending seven years at the Marémon Academy. Then tomorrow, I'll be seeing Professor Banner to get my first Marémon."

"That's right," May remarked as she rubbed Peter's shoulder. "Your Uncle Ben would be so proud if he were here."

"If it wasn't for his encouragement, I wouldn't have decided to become a Marémon Wielder," Peter responded after some hesitation.

May sighed and then got up. "Just remember what Ben said, 'With great power comes great responsibility.'"

Then May walked out of Peter's room and closed the door leaving him alone once more. It was then that his eyes drifted to the poster above his bed, which depicted a young man with a chin beard wearing shades a dark shirt with a blue downward triangle design on the front dark jeans and shoes. While he held a round metallic ball in one hand, a creature stood next to him resembling a red mantis standing on its back legs with a metallic exoskeleton a yellow mask-like face and glowing blue eyes. Below both the man and the creature were the names 'Tony Stark & Ironfly' written in neon-blue letters.

"If I become as good of a Marémon Hero as you, no one will have to die the way Uncle Ben did," Peter said to himself before changing into his pajamas and going to bed.

###

The next morning, Peter was woken up by Aunt May because he forgot to set his alarm. Embarrassed, he quickly changed wearing a red t-shirt under a blue jean jacket with rolled up sleeves matching jeans and white sneakers. Peter then took his skateboard and rode it through the busy streets of Yortown that he called home before reaching a silicon building with a bunch of people standing in front of it. Among the crowd was a teenage girl about Peter's age wearing an artichoke-green jacket over a black top with matching black skinny jeans and boots.

"Hey, MJ," Peter said, getting the girl's attention. "What's going on?"

"Apparently, Professor Banner is preoccupied with something in the lab," the girl called MJ answered with a straight face. "So the Marémon giveaway is being delayed."

"For how long?" Peter asked, trying to hide his disappointment.

"No idea," MJ shrugged.

"I see." Peter's eyes then scanned the crowd till he saw a boy with chestnut-brown hair wearing a burgundy jacket over a gray t-shirt sneak away and walk along the edge of the building till he vanished behind a corner.

"What is it?" MJ said, causing Peter to break his concentration.

"Nothing," Peter claimed. "I just thought I saw Peter Quill."

"It's kind of unfortunate that you guys have the same first name, yet you're totally different people," MJ noted. "Where did you see him?"

"He went that way," Peter said, pointing towards the corner where Quill disappeared.

Frowning, MJ responded, "Let's go follow him."

"What? But why?" Peter exclaimed as MJ walked towards the corner forcing him to go after her.

"You know that whenever Quill sneaks off, it means he's planning something," MJ replied as she glanced past the corner. "See for yourself if you don't believe me."

Reluctantly, Peter looked past the corner of the building and saw Quill using a pocketknife to open a glass window that was level with the ground. Then Quill leaped in through the opened window, causing MJ and Peter to follow.

"What do you think he's doing?" Peter wondered.

"Probably trying to steal the best Marémon this lab has, because I heard he didn't pass the License Exam after trying to cheat it," MJ claimed and went in through the window.

"But we don't even know if that's what he's doing," Peter pointed out, following MJ.

"And that's what we're going to find out," replied MJ.

Standing inside an empty room, the two noticed a partially open door and went through it. From there, they went down an empty hallway until they heard strange noises further up. Behind a pair of double doors that were slightly ajar, Peter and MJ beheld a large laboratory that had a glass container with a black liquid-like substance moving around and a table with two eggs wrapped in silk webs. But what drew their attention was a large green bear-like creature that had a tuft of black fur on its head and blue fur on its back legs that was sniffing a table which Quill was crouched behind holding a ball that looked like the one Tony Stark had on Peter's poster.

To be continued…


	2. Episode 2: The Birth of Spidi!

Episode 2: The Birth of Spidi!

"_Looks like Quill's got a Pocket Dimension Ball,_" Peter whispered, pointing to the ball that Quill was gripping like his life depended on it.

"_You're such a nerd,_" MJ quietly remarked. "_Everyone calls them PDBs these days, and he probably stole it from somewhere in this laboratory before the Hulbear showed up_."

"_That would make sense,_" Peter nodded, staring at the green bear-like creature. "_But where did the Hulbear come from?_"

"_I don't know, but I'm not staying here,_" MJ decided, and was about to walk away when Peter gripped her arm.

"_We have to save Quill_," Peter insisted. "_If we leave him here, the Hulbear might_—

A thunderous roar caught Peter and MJ off-guard as the Hulbear was now standing on its hind legs staring down at Quill who immediately backed away. After getting some distance from the Hulbear, Quill held up the PDB and a different creature appeared in a flash of light. Its body resembled a crayfish with a metallic gray mask-like face that had red eyes while its claws were gray and gun-like.

"Wow, a Starlure!" Quill exclaimed. "Good thing I nabbed the right PDB. Okay, Starlure, give this freakin' Hulbear a taste of your Quad Blast attack!"

In response, the crayfish-like creature gave Quill a confused look and raised its pincer at him. A blast of energy emerged from the pincer itself sending Quill flying into the air and into a nearby wall. Meanwhile, the Hulbear raised its paw and slammed it down. Fortunately, the Starlure dodged the Hulbear's paw as bright energy streamed from a rectangular hump on its back with two holes in it.

"The Starlure's using his Aero-Jet ability to fly through the air," Peter realized, seeing the Starlure hover around the Hulbear which tried to swat at it but to no avail.

"Maybe we can sneak away and get help while the two are distracted," MJ suggested before flinching at Peter's concerned look. "I know you want to save Quill, but we have no chance against a Hulbear without our own Marémon."

Peter then stared back in the laboratory and saw the Hulbear smash the glass container with the black liquid inside, which spilled out and moved towards the two eggs. Without hesitation, Peter ran to the table and grabbed the eggs just as the Hulbear saw him. Instantly, the Hulbear swatted at Peter causing him to back away so fast that he fell. Landing on the floor with both eggs gripped in his hands, he noticed the black substance changing course and heading straight for him.

"Catch!" Peter said as he threw one of the eggs to MJ which she caught that was black with silver eye-shaped marks.

The black substance then rose slightly and grabbed the blue-and-red egg that Peter held using sticky tendrils. To Peter's horror, the substance encapsulated the egg completely.

"I don't know what you are, but get away from that egg!" Peter snapped and picked up the gooey egg trying to remove the black substance as best he could.

Above him, the Hulbear was preparing to strike again when Quill suddenly ran over standing between it and Peter.

"Get out of here, Pete!" Quill urged. "This is all my fault, anyway, so there's no point in you getting hurt because of me."

But Peter wasn't listening as he kept trying to fight the black substance which wouldn't come off the egg no matter how hard he tried. Just then, MJ pulled the fire alarm which made a blaring sound come from the speakers inside and outside the laboratory. This made the Hulbear and Starlure flinch, while the black substance shriveled and forcefully remove itself from the egg before sliding through a nearby floor vent.

Meanwhile, Quill pointed the PDB at the Starlure which caused him to transform into light and return back into the PDB. As he was about to leave, though, a man with short dark hair wearing a lab coat suddenly appeared in the doorway. With his own PDB, the man in the lab coat made the Hulbear vanish into it before turning his attention to the three confused teens.

"Professor Banner," MJ spoke, looking embarrassed. "We can explain…"

"You had better," the man in the lab coat said as he frowned. "Because you won't like me when I'm angry."

Before anyone could reply, the two eggs that Peter and MJ held suddenly hatched. From them emerged two creatures: one resembled a blue-and-red jumping spider with white eyes, while the other looked like a tarantula that was entirely black with silver eyes.

"It's a Spidi," Peter realized, and stared at the spider-like creature in MJ's hands. "Yours is a Noirstel, by the way."

"I knew that," MJ answered.

"Hey, little guy," Peter said as he looked down at the Spidi he was holding. "I'm the one who saved you from that black stuff. Are you feeling okay?"

For a moment, the Spidi just stared up at Peter. Then he jumped onto Peter's shoulder and nuzzled his face against Peter's cheek. Unlike regular spiders, the Spidi's hairs were smooth like cotton instead of itchy.

###

After Peter and MJ explained what happened from their side, Banner forced Quill to confess what he did from breaking in to grabbing the PDB from the table in the lab where the eggs were.

"While I do apologize for not keeping better track of my Hulbear, which got loose just as I released it from my Pocket Dimension Ball, what you did was unacceptable, Mister Quill," Banner responded as he adjusted his glasses. "Therefore, you will be punished by taking care of the Starlure you took."

"Um, that would be awesome except that the Starlure shot me with his Quad Blast and I have a noticeable burn on my chest," Quill said as he pointed to the red mark that was visible on his torn gray T-shirt.

"Then that's your problem," Banner replied, before turning to MJ and Peter. "While I appreciate that you two saved the Marémon Eggs and Quill, I wish you had come to me or any of my assistants first. But since the newborn Spidi and Noirstel have already grown attached to you, that leaves me with no choice but to abandon the experiment I was doing in that lab and start a new one."

"What kind of experiment?" Peter asked. "Did it involve that black stuff?"

"The 'black stuff' was a new Marémon I discovered which I named Symbio," Banner explained.

To be continued…


	3. Episode 3: Unexpected Company!

Episode 3: Unexpected Company!

"As you saw in the lab, Mister Parker, the Symbio has no true form of its own," Banner elaborated to Peter. "But it has the remarkable ability to attach itself to another Marémon like a parasite and copy their DNA before evolving into a corrupted version of that Marémon. It does have two primary weaknesses, though, which are heat and sound."

"That's why it ran away when I pulled the fire alarm," MJ realized.

"Yes, exactly," Banner affirmed. "But I was going to test the Starlure's Quad Blast on Symbio to see if it had any effect and caught a wild Starlure for the experiment, which obviously didn't respond well to commands as Quill demonstrated."

In response, Quill covered up his burn by zipping up his burgundy jacket.

"What about the Spidi and Noirstel eggs?" Peter asked.

"I was going to have Symbio consume them to see if it could copy the DNA of unborn Marémon," replied Banner.

This made MJ cringe.

"Sorry," Banner apologized. "I know that sounds cruel, but I wasn't going to let Symbio harm either of the eggs in the process."

"But still, it's not like they had a choice in the matter," MJ pointed out as the Noirstel crawled over her arm. "I mean, look at them. Why would you ever think to expose these cuties to that creepy-looking Symbio?"

"Comes with the territory of being a Marémon Professor, Miss Jones," Banner claimed as he adjusted his glasses. "With that said, this incident confirms my notion that Marémon should be studied in the field instead of in a lab. Hence, the giveaway for academy graduates such as yourselves."

"Wait, how is giving away Marémon supposed to help you study them?" Quill inquired.

"Because if you had passed the License Exam and my Hulbear didn't get loose, you would've gotten this." Reaching into his lab coat pocket, Banner held up a card-shaped device that projected a hologram of a PDB.

Seeing this made Peter's eyes widen. "Is that—

"Yes, it's a Marémon Guidebook or MarGuide for short," Banner proclaimed. "Every known Marémon has been documented on this device, but as the Symbio proved there are still plenty more waiting to be discovered. So, can I trust the three of you to not only take care of the Marémon you have right now but also help fill out the MarGuide?"

Peter and MJ stared at each other before nodding. Meanwhile, Quill seemed to hesitate when looking at the PDB in front of him but he nodded as well.

"Good," Banner smiled. "Aside from a MarGuide, each of you will get six PDBs as well."

###

After leaving the Marémon Lab, Peter went back to his home with Spidi hanging onto his shoulder. There, Aunt May presented him with a red backpack full of various provisions and camping equipment which he put over his shoulders.

"Don't hesitate to call me when you can," May said as she hugged Peter. "And good luck on becoming a Marémon Hero."

"Thanks, Aunt May," Peter murmured. "I'm sure Spidi and I will make it just fine."

"Oh, you won't be going alone," May claimed. "Didn't MJ tell you?"

"Tell me what?"

The front door to May's apartment suddenly opened and MJ stepped in carrying a black backpack with Noirstel resting on one of the straps.

"Hey, Peter," MJ said. "Ready to go?"

"You're coming with me?" Peter realized.

"Yep," MJ nodded. "Sorry I didn't tell you sooner, but after the whole Quill thing it completely slipped my mind. Besides, I'm going to the same places you are so I might as well tag along."

Peter looked surprised. "But in order to become a Marémon Hero, you have to go through the Avengers League. And to do that, you have to get the six Infinity Stone Badges from the Realm Champions in their respective towns before facing off against the current Marémon Hero."

"I know, except I'm not planning to participate in the Avengers League," MJ clarified. "My plan is to become a Marémon Supporter, and I have to head for theaters in different towns to compete for Affection Ribbons."

"Right, and those will let you compete in the Marémon Lovers Festival for the Affection Heart Cup," Peter concluded.

"Exactly," MJ replied. "Now let's get going while there's still daylight."

"Okay." Looking back at his aunt, Peter hugged her before stepping through the front door of the apartment with MJ walking beside him.

###

At the outskirts of Yortown, MJ turned to Peter and said, "By the way, did you activate your MarGuide yet?"

"No, I should probably do that," Peter responded and took out the card-shaped device MJ was referring to.

When he pressed the main button, the PDB logo appeared once more in holographic form followed by a female voice. "_Hello, my name is EDITH and I serve as the AI for all MarGuide devices manufactured by Stark Industries. If you are a new MarGuide user, please point your device at the nearest Marémon to properly demonstrate my capabilities._"

This made Peter look at Spidi, who was currently spinning a web in Peter's hoodie, and point the MarGuide at him. A short _beep _was heard, followed by a holographic image of Spidi appearing.

"_Spidi, the Homemade Marémon,_" EDITH's voice stated. "_Once an ordinary spider, it was affected by radiation and given amazing abilities which include greater agility a heightened sense and strong webs that can trap just about anything inside them. Thus, Spidi is considered a Mutant-Type despite not being born with its powers like other Marémon of the same type. Personality-wise, Spidi are generally shy but can be incredibly helpful to the point of being reckless at times._"

"Well, I'll keep that in mind," Peter noted. "Did you activate _your _MarGuide, MJ?"

"Of course," MJ smirked and took out her MarGuide while Noirstel was still resting on the strap of MJ's pack.

Showing Noirstel's holographic image, EDITH's voice spoke from MJ's MarGuide as MJ pressed the button. "_Noirstel, the Stealth Marémon. Believed to have come from another dimension, this Mutant-Type has the ability to become invisible by warping light and sound around its body. Though like the Spidi, it too is shy but can be friendly to those it trusts completely._"

"So that would explain why Noirstel is pretty comfortable around you," Peter commented.

"Hey, Pete!"

Peter and MJ turned around and saw Quill running towards them.

He briefly stopped to catch his breath before pointing at Peter. "I want…to challenge you…to a Marémon Match!"

To be continued…


	4. Episode 4: Rivalry Established!

Episode 4: Rivalry Established!

"You want me to do what?" Peter couldn't believe what Quill just said.

"A Marémon Match," Quill repeated. "I want our Marémon to fight each other till one of them gets knocked out."

"But Peter's Marémon and mine are only babies," MJ pointed out. "Plus, we just got them."

"I know, but they have to start learning how to fight at some point," Quill stated. "What were you planning to use your Marémon for, anyway?"

"To get Affection Ribbons for the Marémon Lovers Festival," MJ replied. "And Peter's planning to obtain the Infinity Stone Badges in order to participate in the Avengers League."

Quill's eyes widened. "That's what I was going to do!"

"Obtain Affection Ribbons?" MJ questioned.

"Get in the Avengers League," Quill corrected. "So that makes us rivals, Pete."

"Sure does," Peter realized and glanced down at Spidi. "Plus, you do have a point about our Marémon needing to learn fighting sooner or later."

"Then I guess we're in agreement." Taking out his PDB, Quill said, "Starlure, go!"

From the PDB emerged the crayfish-like Starlure in a flash of light.

"Use the MarGuide on Starlure," MJ advised Peter.

"Okay." Peter took out the card-shaped MarGuide and pointed it at Starlure.

A holographic image of Starlure emerged from the MarGuide followed by EDITH's voice. "_Starlure, the Outlaw Marémon. Following its own code of ethics, Starlure aren't the most obedient but they can be protective of those they care about. Being a Space/Tech-Type Marémon, it shoots energy from its pincers and back allowing it to fly for brief moments at a time._"

"Like I didn't know that stuff already," Quill responded sarcastically. "Starlure, Quad Blast!"

In response, the Starlure folded his pincers and did nothing.

"Come on!" Quill complained.

"Was this match just an excuse to train Starlure?" MJ guessed. "Because you could've gone to the Yortown Park and tried your luck on the Wild Marémon in there."

"But I did, and Starlure wouldn't listen," Quill explained. "So I thought going against another Marémon Wielder would get Starlure more interested."

"Seems you thought wrong," MJ observed. "You sure you want to continue this match, Peter?"

"Yes," Peter said firmly. "Because Quill and I both have a responsibility to train our Marémon to do the best they can for the matches that lie ahead of us. So I consider this match the first step towards our dreams."

"Couldn't have said it better, Pete," Quill smirked. "Now, Starlure, would you please Quad Blast that Spidi?"

Once again, Starlure made no motion.

Sighing, Quill said, "What do I have to do to make you listen?"

"Maybe this will help," Peter said to himself. "Spidi, Web Shot!"

Reluctantly, the small jumping spider-like creature on Peter's shoulder produced webbing from his mouth and spat it in Starlure's direction. Seeing this, Starlure produced an energy blast from his pincer which disintegrated the webbing. But just as the blast was about to hit Peter, Spidi created a shield made of webs which absorbed the blast.

"Web Shield?" Peter blinked. "But I didn't order you to do it, Spidi."

In response, Spidi leaped into the air and fired multiple webs at Starlure. Unfortunately, Starlure shot through them all before taking to the air with energy being produced from his back.

"All right, you used Aero-Jet," Quill realized. "Now use Hadron Beam, Starlure!"

To everyone's surprise, Starlure pressed his pincers together creating a concentrated beam of energy that fired directly at Spidi. However, Spidi was able to dodge the beam completely by flipping backwards midair.

"Sweet!" Peter exclaimed. "Spidi used his Spidey-Sense ability to dodge Hadron Beam."

As Peter spoke, Spidi made another Web Shield beneath himself which cushioned his fall. But as Starlure fired Quad Blasts from above, Spidi was forced to dodge each one.

"Send a Gravity Bomb down on Spidi to make him stop moving," Quill ordered.

But Starlure didn't seem to listen as he continued to fire at Spidi.

"Looks like Starlure just listens to Quill whenever he wants," MJ noted.

"Maybe, but either way this stalemate has to end," Peter determined. "Spidi, Web Shot onto Starlure and use your Stinger attack!"

Immediately, Spidi shot a string made of webs onto Starlure's abdomen. This in turn made it difficult for Starlure to shoot his Quad Blasts at Spidi as he swung onto Starlure's back. From Spidi's front legs appeared razor-like blades that pierced Starlure's shell. Flinching, Starlure stopped flying midair and crashed onto the ground unable to move.

"What the heck?" Quill exclaimed. "Is Starlure paralyzed?"

"That's right," Peter confirmed. "I just remembered that Spidi have hidden stingers they use to paralyze their prey before wrapping them up in webs and devouring them."

As Peter spoke, Spidi started to instinctively produce webs forcing Quill to call Starlure back using his PDB. This left Spidi confused, and so Peter gave him some dried insects he picked up at a Marémon Shop on the way out of Yortown.

"I know I should be terrified that Spidi tried to eat Starlure, but it's strangely comforting to know you're still learning to train your Marémon like me," Quill said after a pause. "But it's clear that you and Spidi have a stronger bond than Starlure and I."

"You'll figure Starlure out eventually," Peter assured as Spidi crawled up his arm and nuzzled his cheek. "It just needs to learn to trust you."

"Plus, your Marémon didn't hatch from an egg and immediately get attached to the first thing it saw like Peter's and mine did," MJ pointed out. "So you've got a handicap to work with."

"Yeah, you're right," Quill agreed. "But since I called Starlure back with the PDB, that means Peter won our little match."

"True, but I don't feel like a winner," Peter admitted. "If Spidi hadn't acted on his own, Starlure's Quad Blast would've knocked me out of commission and allowed you to win."

"Huh," Quill remarked, then he tore a flame-shaped logo off his burgundy jacket and threw it in Peter's direction which he caught. "I'm going to the Marémon Hospital in Yortown to rid Starlure of his paralysis, but I want you to hold onto this. The next time we meet, let's battle again and if I win you'll give that Ravagers patch back to me."

"Okay," Peter nodded and took off a pin he had with Ironfly on it which he threw towards Quill. "I'll give you this in exchange, and if _I _win you'll give that back."

Grinning, Quill caught the pin. "Sounds like a fair trade. I hope your Spidi gets stronger, Pete, so it'll be more satisfying when Starlure beats him."

"Don't count on it," replied Peter as he grinned back.

To be continued…


	5. Episode 5: The Thundering Giant!

Episode 5: The Thundering Giant!

After parting ways with Quill, Peter and MJ continued on their way out of Yortown. By the time they had completely left the city, it was nighttime so the two decided to make camp with their tents standing next to each other. In the process, MJ decided to place Noirstel inside a PDB to keep him safe. But when Peter tried to do the same for Spidi, he scurried into Peter's open pack.

"You know Spidi doesn't have to consent to being in a PDB, right?" MJ reminded Peter.

"I think he's just traumatized from being inside his egg while Symbio tried to consume him," Peter said. "So it wouldn't be fair to force him into a PDB against his will."

"Okay, then." MJ yawned. "Suit yourself."

Then as MJ went into her tent, Peter set up his sleeping bag while Spidi was busy spinning a web inside Peter's pack.

"Hope you sleep well, Spidi," Peter muttered. "I'm sorry I tried to make you go inside a PDB. But for your safety, I'm right here."

In response, Spidi made a series of chattering noises before settling into the center of his web as Peter slid into his sleeping bag and fell asleep.

###

The next morning, MJ and Peter were surprised to find a tall but fat young man lying near their tents. He had blond dreadlocks, a fully grown beard, wore a sweater jacket and sweatpants with black sandals on dirt-stained socks.

"Oh, great," MJ frowned. "A homeless creep, and he's Asgardian."

"You mean those guys that came from another dimension which got destroyed by a powerful God-Type Marémon called Surtur?" Peter clarified.

MJ nodded. "They now live in New Asgard Town, where a Realm Champion resides along with one of the Affection Ribbons."

"Maybe he knows how to get there," Peter figured and shook the blond young man. "Hey!"

"What? What?" The blond man grumbled, pushing Peter's hand away.

"Look, I'm really sorry to disturb you," Peter apologized to the blond man. "My name's Peter Parker and I was wondering if you could tell us how to get to New Asgard Town."

The blond man shielded his blue eyes from the rising sun. "Why do you want to go there?"

"Because I want to challenge its Realm Champion, and my friend MJ is hoping to obtain an Affection Ribbon," Peter explained.

Rubbing his eyes, the blond man sat up straight. He stared at Peter and MJ for a solid minute before getting to his feet. "I don't know anything about Affection Ribbon competitions, but you have no chance of beating New Asgard's Realm Champion, boy."

"I turned sixteen yesterday, so I'm not a boy anymore," Peter responded angrily.

"Oh, good for you," the blond man answered in a sarcastic tone. "I take it your girlfriend is the same age."

MJ looked confused. "Um, when did I say I was Peter's girlfriend? Were you listening at all?"

"Not really, because I'm still trying to wake up." The blond man yawned and reached into his sweater jacket pocket. "So here's the deal: if I beat you in a Marémon Match, you have to get me a coffee."

"And if I win?" Peter questioned, while Spidi emerged from the chest pocket on Peter's jacket.

The blond man grinned. "We'll see."

From his sweater jacket pocket, the blond man took out a PDB and pressed the downward triangular button on it causing a flash of light. What appeared between the blond man and Peter was a humanoid creature with yellow skin that had black stripes, wing-like antennae on the sides of its head, three rows of disks on its chest, armor-like skin, giant fists covered in braces, and metallic feet. It also had a loose flapping appendage that resembled a red cape and held a metal hammer in its right hand.

"Is that…a Thunderthor?" MJ quickly took out her MarGuide and pointed it at the creature.

"_Thunderthor, the Thunder Marémon_," EDITH stated. "_Originally from the dimension Asgard, it has the power to control lightning and is stronger than most Marémon in the world. They are also known for possessing either a hammer or an axe, thus making it an Element/Weapon-Type_."

"That's right," the blond man said folding his arms. "So, do you want to have your puny Spidi go up against my powerful Thunderthor?"

Clenching his fist, Peter stated, "Yes, because I'm aiming to become a Marémon Hero like the legendary Tony Stark!"

"Quite the ambition," the blond man remarked. "I like your spirit, though. The name's Thor Odinson, and I am the Realm Champion of New Asgard!"

Just then, the Thunderthor swung its hammer at Spidi who immediately dodged it along with Peter. But to Peter's surprise, the hammer swung back towards Spidi who dodged it again in midair. Then Peter told Spidi to use Web Shute, which was a web-based parachute that allowed Spidi to drift gently down to the ground.

"Hmm, must be the Spidey-Sense ability," Thor murmured to himself then he ordered, "Thunderthor, Lightning Storm!"

Nodding, Thunderthor raised its hammer into the air and a giant thunderhead cloud appeared over the area. Bolts of lighting shot downward, which forced Spidi to dodge them.

"Use your hammer again, Thunderthor," Thor commended.

So Thunderthor raised its hammer to smash Spidi, causing Peter to tell him to dodge. Though Spidi did this, he barely missed Thunderthor's hammer.

"Why didn't the Spidey-Sense kick in?" MJ wondered out loud.

"Because Spidey-Sense can't detect everything, especially when Spidi is already preoccupied," Thor stated. "Now, Thunderthor, Lightning Bolt this Spidi to finish the match!"

Raising its hammer again, Thunderthor waited a moment for a lightning bolt to strike down from the cloud before pointing it at Spidi.

"Use Web Shield!" Peter insisted.

So before the bolt of lightning hit Spidi, it hit Spidi's Web Shield first. Unfortunately, the web-based shield got fried and immediately disintegrated.

"Looks like you got lucky for now," Thor observed. "But this next attack will fry Spidi for good. Thunderthor, Lightning Blast!"

To be continued…


	6. Episode 6: A New Enemy Approaches!

Episode 6: A New Enemy Approaches!

"Thunderthor, Lighting Blast!" Thor commanded.

In response, the Thunderthor thrust its hammer in Spidi's direction causing an electric projectile to zap Spidi in one flash. This made Spidi fall and land on his back, but his legs barely moved.

"Spidi!" Peter cried and knelt before the little jumping spider. "You're going to be fine. I just need to heal you with Healing Factor Juice."

From Peter's pack, he took out a syringe with clear liquid and injected it into Spidi. This caused Spidi's visible lightning burns to go away and his legs to wriggle more. As a result, Spidi was able to flip himself right back up using his stingers.

"That's it," Peter murmured and then said, "Spidi, Web Shot Thunderthor's hammer!"

So Spidi did that, but Thunderthor gripped the hammer tightly. Yet Spidi merely launched himself at Thunderthor landing on its wrist which allowed Spidi to plunge the stingers into it. Thunderthor flinched briefly before swatting Spidi away.

"Very good," Thor smirked. "You tried to use Spidi's Stinger attack to paralyze Thunderthor. Unfortunately, paralysis doesn't work on Thunderthor since electricity is constantly coursing through his body which gives him a higher metabolism. Thus, any conditions he gets from Marémon attacks don't last long."

"Jeez," MJ remarked. "Does Thunderthor have any weaknesses?"

While MJ checked her MarGuide, Thor told Thunderthor to use Lightning Blast again. This time, Spidi dodged it and then Peter ordered him to Web Shot Thunderthor's face. Blinded by the thick webbing, Thunderthor tried to remove it with both hands causing him to drop the hammer which fell on his feet. Crying out loud, he stumbled backwards and fell right into Thor who fell back too.

"Huh, that worked better than I expected," Peter observed.

Thunderthor's eyes suddenly turned bright blue as he waved his hand causing the hammer to return to him. Getting back up, he let out a blood-curdling scream and charged at Spidi. But then he was encapsulated by a flash of light and returned to Thor's PDB.

"Why did you do that?" Peter asked.

"For your protection," Thor explained. "When Thunderthor gets angry enough, he unlocks the Warriors Madness ability which makes him more aggressive than usual and liable to kill any living thing in his vicinity."

"He's right, Peter," MJ claimed. "The MarGuide said the same thing."

"But there's a way to control Warriors Madness, right?" Peter assumed.

"Yes," Thor nodded. "It's called Frigga's Love, which is a device that creates illusions to soothe Marémon afflicted by Warriors Madness. Unfortunately, I wasn't able to take this device with me when I had the Realm Champion title stolen from me."

Peter blinked in confusion. "So you're not the current Realm Champion of New Asgard?"

"I was, but my brother Loki decided to take my place," Thor responded. "He put my father Odin into a deep sleep and challenged me to a Marémon Match. But he had help from Hela, my older sister, so they were able to defeat me with the combined powers of their Marémon. They then kicked me out of New Asgard, and so here I am."

After a pause, MJ said, "Okay, but you realize that Peter won the match since you called Thunderthor back."

"I know, but if I was able to soothe Thunderthor's Warriors Madness he would've definitely won," Thor pointed out.

"Plus, I used Healing Factor Juice on Spidi," Peter added. "Although you never did specify whether we could use items during our match or not."

"True, so you're fine," Thor claimed. "Anyway, since you technically won I won't ask you to get me a coffee. Instead, I'll give directions to New Asgard and be on my way."

"To where?" MJ asked rhetorically. "Don't you want your title back?"

"What's the point?" Thor said as he placed his PDB back inside his sweater jacket pocket. "I wasn't able to win against Loki and Hela, so why would I have a better chance the second time?"

"Because you won't be alone," Peter interjected. "I'll help you defeat them, and you could help me become a better Marémon Wielder since you're clearly more experienced than I am."

"Plus, if you didn't have confidence in your Thunderthor's abilities you wouldn't have challenged Peter to a match in the first place," MJ added. "Unless you just like challenging random people to matches in order to make yourself feel better to make up for your cowardice."

Frowning, Thor took out his PDB again just as MJ took out hers. But before they could summon their Marémon, three men suddenly appeared. They wore matching dark green uniforms with octopus-shaped logos on their chests and masks that covered their faces while their eyes were obscured by dark goggles.

"Team HYDRA," MJ flinched. "I thought Steve Rogers defeated you guys long ago."

"_On the contrary,_ fräulein," said an electronic male voice.

From a gap between the three men appeared a floating computer monitor with a pixelated face on it that resembled a sullen man wearing dark glasses. It was also accompanied by a young man with medium brown hair wearing dark goggles and a mask covering the lower-half of his face, wearing a black leather jacket pants kneepads boots and gloves.

"_After our leader was defeated by Rogers, we went into hiding,_" said the floating computer monitor. "_Now we seek to finish what we started: total world domination!_"

"And how do you plan to do that?" Thor asked.

"_Steal your Marémon, of course,_" answered the floating computer monitor. "_Otherwise, you'll have to deal with me and my men._"

Peter took out his MarGuide and pointed it at the floating computer monitor.

"_Ar-I, the Bio-Fanatic_ Marémon," EDITH claimed. "_During the Second Marémon War, a HYDRA scientist named Arnim Zola transferred his consciousness onto an advanced computer before dying. However, this computer became a Tech-Type Marémon with the ability to mind control any living thing and transfer itself into most electronic devices._"

"_Yes, thanks for that pointless introduction,_" Ar-I replied. "_So what will it be, children? Your Marémon or your lives?_"

To be continued…


	7. Episode 7: The Pledge of Friendship!

Episode 7: The Pledge of Friendship!

Thor gripped his PDB tightly. "I'd rather die than give Thunderthor to the likes of you."

In response, Ar-I sighed. "_So be it. Attack them!_"

So Thor summoned Thunderthor while Spidi jumped onto Peter's shoulder and MJ used her PDB to summon Noirstel. Meanwhile, three Team HYDRA members took their PDBs off their belts and pointed them at a downward angle. What appeared were short green creatures that stood at three feet with pointed ears and skin folds in their chins.

"Really?" MJ chuckled. "Skruls?"

"_Do not underestimate them,_ fräulein," Ar-I warned.

"Morph!" The three HYDRA men said in unison.

Then in the blink of an eye, the green creatures called Skruls transformed into exact duplicates of Thunderthor, Spidi, and Noirstel.

"Now, Weaponize!" Added the three HYDRA men.

As the Skruls' eyes glowed green their left limbs transformed into an axe, a blade, and a small metal spider. They then rushed forward, causing Spidi to instinctively created a giant Web Shield. But the Skruls cut through it like it was paper.

"Thunderthor, Lightning Blast!" Thor ordered.

From Thunderthor's hammer came a surge of electricity which shocked the three Skruls and knocked them out completely. However, Ar-I didn't seem concerned.

"_I'll admit that Skruls are not the most powerful Space-Type Marémon, as they can only take on the appearance of other Marémon without being able to copy their abilities,_" Ar-I stated. "_But that is why my men have come prepared with reinforcements._"

So the three HYDRA men returned the Skruls to their PDBs while taking out new ones. From these emerged taller Skruls that wasted no time morphing into copies of Thor Peter and MJ's Marémon.

"_Meet the Super-Skruls_," Ar-I introduced. "_They are Matured from Skruls, and unlike their weaker counterparts they can replicate the abilities of the Marémon they morph into._"

As if to demonstrate, the Thunderthor-lookalike threw its hammer at the real Thunderthor.

"Use Whirling Hammer to block it!" Thor insisted.

Thus, Thunderthor spun its hammer in a constant circle in front of it thus creating a makeshift shield that made the Thunderthor-lookalike's hammer bounce off.

"You may have copied Thunderthor's looks and powers, but yours doesn't have the spirit of mine," Thor proclaimed. "Now, Lightning Blast!"

Thunderthor immediately shot lightning from his hammer, but the Thunderthor-lookalike used Whirling Hammer to block it. Next, the Spidi-lookalike used Web Shot to blind Thunderthor but the real Spidi leaped into the air and cut the web with its stingers. Before Spidi fell, though, Thunderthor caught him.

"Hey, Thor, I have an idea," Peter said. "You're also included in this, MJ."

"What did you have in mind?" MJ asked.

"Just follow my lead," Peter insisted. "Spidi, stick to Thunderthor's hammer."

Nodding, Spidi did this.

"Okay, I assume you want Thunderthor to throw it," Thor guessed, causing Peter to nod. "I hope whatever you're planning works. Thunderthor, throw your hammer!"

Then Thunderthor threw his hammer with Spidi hanging onto it.

"Oh, I think I know what to do!" MJ realized. "Noirstel, Invisible Web!"

From Noirstel's mouth shot a partially translucent web that covered the hammer and Spidi which rendered them invisible. As a result, the Super-Skruls were completely caught off-guard as the invisible hammer flew past them and knocked out the HYDRA men. In addition, they were paralyzed by Spidi's Stinger attack. Even Ar-I was knocked to the ground by Thunderthor's hammer, though he didn't seem to be paralyzed.

Meanwhile, the masked brown-haired young man that stood next to Ar-I was now reaching into his leather jacket pocket. "_Do you want me to take care of these three?_"

"_No, White Wolf,_" Ar-I responded as he floated back up revealing a cracked monitor screen. "_Our men are down and my present body is damaged. I must transfer myself to a different vessel or I will perish, so let's retreat for now._"

Nodding, the masked young man called White Wolf took a grenade-shaped device from his belt and threw it down. A cloud of smoke burst forth, obscuring everyone's view.

###

By the time the smoke cleared, Ar-I and White Wolf were no longer present. So MJ called the Yortown Police Department, since they were the closest one in the area, and a female patrol officer with strawberry-blonde hair soon arrived on a motorbike wearing a blue Yortown Police uniform. Her name was Jean DeWolff, and she naturally questioned Peter Thor and MJ before calling for backup. A few minutes later, a police van arrived with an escort of other cops and they proceeded to place the HYDRA men in the van along with their confused Super-Skruls.

"You kids sure are lucky," Jean remarked. "Going against grown men with Marémon is one thing, but Team HYDRA's another."

"Actually, Officer DeWolff, we survived because of Peter's brilliant plan," MJ claimed.

"Please, call me Jean," Jean insisted. "Still, it's a good thing you called me when you did. Otherwise, the men would have recovered and given you more trouble."

"That is true," Peter agreed.

"Oh, I think we could've taken them on," Thor said confidently while Thunderthor nodded.

"Uh-huh," Jean responded doubtfully. "Now I gotta go and make a report about this. My advice to you three is that it might be safer to travel together for now. I've got a feeling this won't be the last time Team HYDRA shows up again."

So Jean walked back to her bike, while Peter and MJ went to their tents to pack those up. Then they met up with Thor, who had summoned Thunderthor back to his PDB.

"Thanks for helping us deal with Team HYDRA," MJ said after a pause. "And I'm sorry for calling you a coward."

"Your apology isn't needed," Thor claimed. "Because you're right: all I've been doing is running away from my siblings. As New Asgard's true Realm Champion, I should never have underestimated them. But more importantly, it wasn't right for me to just leave instead of facing them again for a rematch. So to make up for my cowardice, will you let me come with you? I'll help you in any way I can."

Thor then got down on one knee before MJ and Peter with his head bowed low.

"Okay, you don't need to go that far," MJ insisted. "But we'll accept your offer to come with us, so long as you promise to do everything I say to improve yourself for the rematch with your siblings."

To be continued…


	8. Episode 8: Lost in Vanaheim Forest!

**Sorry for the delay on this fanfic, guys. I got so overwhelmed by the terminology I created that I had to take a break. Hopefully, things will go more smoothly now that I don't have to establish stuff. But if you want me to provide notes on what things in the Marémon world are in relation to their Pokémon counterparts, please let me know.**

Episode 8: Lost in Vanaheim Forest!

It had been several days since MJ, Peter, and Thor had decided to travel together following their encounter with Team HYDRA. As promised, Thor agreed to guide Peter and MJ to New Asgard Town in exchange for getting back into shape for his upcoming rematch with his siblings for the title of Asgard Realm Champion. So he had been placed on a strict physical and dietary regiment, leading him to grow increasingly less fat and more muscular. But his sense of direction was somewhat off as they found themselves wandering northward along the coastline with no sign they were getting closer to New Asgard Town.

"Where in the Marvo Region are we?" MJ demanded as they stopped to get their bearings.

"The Vanaheim Forest, I think," Thor said, scratching his beard in confusion.

"How can you not be sure? Didn't you travel through here when you left New Asgard Town?"

"Yes, but I was so angry that I barely paid attention to my surroundings."

MJ groaned. "Great! Why didn't you say so sooner?"

"Because I knew you would get mad at me."

"Guys," Peter spoke up. "We're not completely lost."

"Oh, really?" MJ responded sarcastically.

"My aunt put a map in my pack," Peter said, pulling a piece of paper out of his pack. "Unfortunately, it's covered in Spidi's webs."

On his shoulder, the little red-and-blue spider Marémon seemed pleased.

Taking the map from Peter's hand, MJ used her hands to clear away the webbing. This made Spidi's white eyes narrow as he leaped onto MJ's shoulder with his Stingers out. Just as he was about to plunge them into MJ's neck, Peter used his hand to push Spidi off.

"I'm sorry, Spidi," Peter apologized. "But you do _not _paralyze my friends."

On the forest floor, Spidi was glaring up at Peter.

"Look, I said I was sorry," Peter repeated.

But as Peter knelt down and reached his hand out to Spidi, the little spider backed away. So Peter tried to pet him, but Spidi moved further back.

"Why are you acting like this?" Peter questioned out loud.

"He's clearly mad at you for pushing him and MJ for ruining his webs," Thor insisted.

"Are you saying I should've _left_ the webs on the map?" MJ snapped.

"No, but you have to understand how Spidi feels and work around his emotions while still disciplining him," Thor responded. "That's what it takes to train your Marémon."

"Then I'll just give him the space he needs to calm down," Peter decided and got back up. "So, what does the map show?"

MJ looked at the map again, but more carefully. "Well, we went north from the western outskirts of Yortown where we met Thor. Since then, we've pretty much gone in the same direction. Therefore, we have to be in Vanaheim Forest."

"See? I told you," Thor bragged.

Giving Thor an irritated look, MJ then stared at the map again. "Now we should be coming to a road that will take us right to New Asgard Town, but it's hard to tell if we're close to it."

"Are there any markers?" Peter asked.

"Yes," MJ nodded. "There's a SHIELD Station next to the road, which by my calculations is just northwest of us."

"Well, that's good," Thor admitted. "Maybe they know more about Ar-I and White Wolf."

"But more importantly, they'll help us find a way out of here," MJ smiled and headed off in a northwestern direction.

The boys followed her, while Spidi reluctantly tagged along. Yet as they traversed through the tall pine trees that surrounded them on all sides, they couldn't help but feel like they were being watched by something unseen.

###

Several hours later, the three saw a metallic structure in the distance. Assuming it was the SHIELD Station, they started to quicken their pace when the sun coming in from a gap in the trees above was suddenly blotted. They immediately looked up and saw several dark shapes leaping down toward them.

"Get back!" Thor insisted.

Peter and MJ did what Thor asked, as they took several steps backward. As a result, the dark shapes didn't land on them. In the light of the sun, it turned out they were three-foot tall insects that resembled stag beetles with black limbs, faded gold endoskeletons, and mask-like faces with hollowed out eyes. A pair of curved horns protruded from the sides of their head, and they all appeared to be carrying bended sticks.

"What _are_ those?" MJ's face cringed in disgust.

"A colony of Svartelm," Thor answered grimly.

Unsure of what Thor meant, Peter took out his handbook-shaped MarGuide and pointed it at the menacing group of insects.

"_Svartelm, the Dark Marémon,_" EDITH responded from the MarGuide. "_Believed to be the oldest creature in the entire universe, this Element/Tech-Type originally came from Svartalfheim, a world that exists in a separate dimension much like Asgard. It is not only physically stronger and more durable than regular insects, but it also possesses great intelligence and the skill to build weapons. While individual Svartelm are formidable foes for any Marémon Wielders, they are more dangerous when they attack in colonies and should be avoided if possible._"

"Well, that's not good," Peter remarked.

"Don't worry," Thor insisted, taking his PDB out. "Thunderthor will take care of them."

Before Thor could summon Thunderthor, though, another shadow appeared over the Svartelm. This was followed by several blasts of energy that came from the shadow, causing the Svartelm to scatter. As it landed on the forest floor, the shadow was revealed to be a creature that resembled a cicada with a magenta-and-black endoskeleton, a yellow hornet-shaped insignia on its chest, silver wings, and a matching visor that obscured its eyes.

To be continued…


	9. Episode 9: Hornetech and the Boy Genius!

**So quick note: Hornetech is a reference to Hornet, one of the four alternate superhero identities that Spider-Man took during the _Identity Crisis _saga which was then used by Eddie McDonough, a member of the lesser-known Slingers superhero team.**

Episode 9: Hornetech and the Boy Genius!

"I hate to sound redundant, but…what is_ that_?" MJ questioned, pointing at the purple cicada-like creature that scared away the Svartelm.

Peter used his MarGuide on the creature, only to be met with a blank screen.

"_Marémon not recognized,_" replied EDITH.

"How can that be?" Thor questioned. "You guys got your MarGuides from Professor Banner, who's documented every single Marémon out there."

"That's not true," replied MJ. "He gave us the MarGuides to specifically record Marémon that haven't been discovered yet, like Symbio."

Suddenly, from behind a tall bush nearby emerged a young woman with medium straight brunette hair wearing a dark jacket and a white scarf around her neck.

"Jane?" Thor muttered, causing Peter and MJ to give him confused looks.

For a moment, the young woman's eyes widened. Then she frowned and folded her arms defensively. "You've certainly let yourself go, Thor."

"I'm sorry I left without telling you where I was going," Thor apologized, holding his protruding gut self-consciously.

"Do you know how worried I was?" the young woman called Jane snapped, then she realized Peter and MJ were present. "And who are your new friends?"

"I'm Peter Parker," Peter introduced. "And this is my friend MJ."

"Hi," MJ waved awkwardly. "We found Thor near Yortown, where Peter and I originally came from. He offered to show us to New Asgard Town after we dealt with some Team HYDRA goons."

"Why do you want to go to New Asgard Town?" Jane asked.

"So I can get the Mind Stone Badge at the Asgard Realm, and MJ can get the Encouragement Ribbon at the New Asgard Theater," Peter explained.

"I also plan to have a rematch with Loki and Hela," Thor added.

"But they overwhelmed you last time," Jane reminded. "And I was there."

"That's why Pete's going to be my backup," Thor responded, patting Peter on the shoulder.

Jane sighed. "Anyway, I'm guessing you three got lost in the forest."

"Yes, and then we got attacked by a colony of Svartelm before that thing saved us," MJ explained, pointing to the purple cicada-like creature.

"Oh, you mean Hornetech," Jane said, pointing at the purple cicada.

"Hornetech?" Peter quickly typed the name into the MarGuide, but came up with nothing. "Is that a Marémon?"

"He is, but he's a new creation," responded Jane.

"So that's why Peter's MarGuide came up with nothing," MJ realized. "Is he a Tech-Type?"

"Tech/Flying, actually," Jane corrected. "I'll take you to the boy who created him at the SHIELD Station."

Picking up the purple cicada-like Marémon Hornetech, Jane walked toward the metallic structure up ahead while Thor and the others followed. It was located at the top of a hill, which was accessible by a series of wooden stairs. Round in shape, the SHIELD Station had an electronic lock on it which Jane was able to open using a keycard.

"So you're a member of SHIELD now?" Thor questioned.

Jane gave Thor an irritated look. "I'm an intern, thank you very much."

On the inside, they found themselves walking down a long dark hallway until they came to a console full of large computers where a young boy sat in an office chair. He had short curly dark hair and a goatee.

"Hi, Eddie," Jane said, getting the boy's attention.

"Oh, hi, Miss Foster," the boy responded, turning his chair around to face Jane. He looked nervously at Peter and the others. "I see you brought some visitors."

Jane cleared her throat and said, "This is Peter, MJ, and Thor, my ex-boyfriend."

While Peter and MJ waved politely, Thor seemed embarrassed.

"Nice to meet you," Eddie smiled. "I'm Edward McDonough, but most people call me Eddie."

"_The Daily Bugle _did a feature about you last year," Peter exclaimed. "You were the first Empire State University graduate with cerebral palsy."

Eddie's right arm twitched slightly as he nodded. "That was also when I created Hornetech, which caught the attention of SHIELD. So they placed me at this station in Vanaheim Forest to test Hornetech's capabilities in a relatively isolated environment with Jane Foster supervising me. But what brought you three here?"

"We got lost finding the road to New Asgard Town," MJ explained. "So we came to this SHIELD Station to ask for directions, when a colony of Svartelm came out of nowhere."

"Luckily, Hornetech saved us," Peter chimed in. "That's how we met Jane."

"Sounds amazing," Eddie remarked. "I wish I could've seen it…."

"You would've been terrified by the Svartelm," Jane claimed. "Luckily, Hornetech didn't get damaged in the encounter. But I that's the second time I've seen the Svartelm attacking in colonies, meaning they're definitely getting more aggressive."

"I wonder why that is," Eddie wondered. Then he noticed the MarGuide sticking out of Peter's denim jacket pocket and his eyes widened. "Hold on! Is that a MarGuide?"

"Professor Banner gave one to me and MJ, before we left Yortown," Peter answered. "He also gave us our Marémon."

As if on queue, Spidi crawled from behind Peter's legs while MJ summoned Noirstel from her PDB. Eddie seemed genuinely excited to see them.

"Wow, I never thought I would see an actual Spidi and Noirstel," Eddie remarked. "Apparently, they used to be more common in Vanaheim Forest, before the Svartelm multiplied a great deal."

"So the Svartelm weren't that bad until recently?" MJ questioned.

"That's right, and I've been keeping track of their numbers since I got stationed here," Jane confirmed. "Now usually, they're nocturnal as the nighttime is closer environment-wise to their native world Svartalfheim, which was always dark. But in the past year, the Svartelm have started appearing during the daytime as you three saw. So either the Svartelm in this forest are becoming more resistant to sunlight through natural evolution, or something artificial."

No one said a word as Jane's speculations hung over their heads like a threatening storm cloud, while Spidi, Noirstel, and Hornetech didn't react to this conversation.

To be continued…


	10. Episode 10: Power Failure!

Episode 10: Power Failure!

Following the awkward pause after Jane's speculation on the growing number of Svartelm in Vanaheim Forest, Peter and MJ exchanged their MarGuides with Eddie as he inserted data about Hornetech into them.

"Okay, try the MarGuide on Hornetech now," Eddie said once he handed the MarGuides back to Peter and MJ respectively.

So Peter pointed the electronic handbook at Hornetech and got a response from EDITH.

"_Hornetech, the Hornet Marémon,_" EDITH stated. "_Built by Edward 'Eddie' McDonough, it is a Tech/Flying Type that's capable of great strength and flying very fast due to cybernetic wings. Its main weapon is bio-electrical blasts called 'Stingers' that can be fired from the wrists, which can either stun or kill a full-grown human._"

"No wonder SHIELD became interested in Hornetech," MJ reacted. "With those kinds of powers, a whole nest of Hornetechs could be more deadly than the Svartelm."

"I'm not sure about that," Jane interjected. "But it is a possibility."

"By the way, how have things in New Asgard Town been since I left?" Thor asked Jane.

Jane paused. "Fine, apart from your siblings acting like they own the town. After they put your father Odin in a deep sleep, your mother Frigga tried to go up against them and was arrested. It's why I took this internship with SHIELD, so I could get out of there."

Clenching his fist, Thor said, "All the more reason why I need to set things right…."

"Wait, you said Thor's mother is Frigga?" Peter said to Jane, who nodded. "Did she invent the Frigga's Love device?"

"Yes, she did," Jane nodded. "Don't you have one, Thor?"

"No, I didn't have time to grab one," Thor reluctantly answered.

"Of course you didn't," Jane grumbled. "I imagine Thunderthor's just as out of shape as you are battle-wise."

"Actually, we got to a tie when he fought me," Peter said. "He was even able to take down Team HYDRA's Marémon pretty easily."

"Yeah, about Team HYDRA," Jane said, getting Peter's attention. "Who was leading them?"

"A computer-faced Marémon called Ar-I and this masked guy White Wolf," MJ answered. "Do you know anything about them?"

"No, but Nick Fury might," Jane responded. "I'll give him a call."

Walking over to a CB radio that was located next to the computer monitors, which showed images from the security cameras in and around the building, Jane made a call on the receiver. But after several minutes, there was silence.

"Odd…," Jane muttered.

"What?" Eddie asked.

"There's no signal," Jane replied. "Try using the computer to send a coded message, Eddie."

Using one hand, Eddie typed out a message and tried to send it through the computer. However, the message kept getting blocked due to no internet connection. Then suddenly, the lights in the main room started flickering.

"Huh, this has never happened before," Eddie observed. "The lights only flicker if the backup generator's being used, meaning that something happened to the main generator."

"Maybe there's a power failure," Thor guessed. "I could send Thunderthor to look at the main generator and restart it with his lightning."

"That won't be necessary," Jane insisted, taking a PDB out of her jacket pocket. "Thorina will take care of it."

Pressing the downward triangle on the silver PDB orb, there was a flash of light and a Marémon appeared. It looked like Thunderthor, from its human-like appearance to having a red appendage shaped like a cape, though its winged head had a silver mask that obscured the face and its silver chest plate was more feminine in shape.

"Wow, a female Thunderthor!" MJ exclaimed. "I've heard they're very rare."

"Yes, it was a lucky find," Jane said proudly. "Thor caught Thorina to prove his love for me, and I've taken care of her _without _Thor's help since."

Once again, Thor looked embarrassed while Jane instructed Thorina to go to the generators. The female Thunderthor nodded and strode out of the room confidently. Eddie watched the monitors and saw Thorina walking down several empty hallways until she disappeared down a flight of stairs that led down to the basement where the generators were located. For several minutes, nothing happened. But suddenly, flashes of lightning emanated from below the stairs.

"Something's wrong," Thor determined. "I should go check it out."

"Wait a minute!" Jane objected. "If you're going, then I will too."

"But I don't want you to get hurt."

"I can take care of myself, and I don't need your help."

As the lights flickered more frequently, Thor responded, "I know you're perfectly capable, just…don't get mad at me for trying to help you. Though you're rightfully angry with me, I'm only showing concern."

Surprised by Thor's genuine words, Jane said, "If you really mean all that, stay here and protect the others while I go see what's happening with Thorina."

"Do you have another Marémon to defend yourself if there is a problem?"

"Of course." Jane held up a second PDB. "I'll be fine."

"Then be careful, all right?"

Jane nodded and went out of the room. Once again, Eddie and the others watched Jane on the monitors. But when the looked at the camera showing the stairs to the basement, they were surprised to see Thorina walking back up while covered in creatures that resembled the Svartelm. But these ones were more bulkier than the ones Peter, MJ, and Thor encountered before with more horns protruding from their heads with the endoskeletons being darkly rusted in color.

"It can't be…." Thor blinked. "Kurseed?"

"Kurseed?" Peter and MJ repeated in unison.

While Peter tried to look up the name 'Kurseed' on his MarGuide, Thor immediately walked out of the room.

"Come on, Peter," MJ encouraged, tugging on Peter's arm. "Let's help Thor."

"But we can't leave Eddie here," Peter said. "What if those things show up?"

"Don't worry, I've got Hornetech to protect me," Eddie insisted.

So MJ and a reluctant Peter left the monitor room while their Marémon Noirstel and Spidi followed. Closing the door behind them, they made their way through a maze of hallways to catch up with Thor when several Svartelm suddenly came out of the air-vent above the hallway they were in.

"I'm guessing that's how they got into the basement," MJ figured. "But if that's the case…Eddie's in danger!"

Grabbing Peter by the arm, MJ dragged him back the way they came while Thor stayed behind to deal with the Svartelm.

To be continued…


	11. Episode 11: Distracted in the Dark!

Episode 11: Distracted in the Dark!

Upon returning to the room with the computer monitors, Peter and MJ were surprised to see multiple Svartelm leaping from a ceiling vent to the floor and walking towards Eddie. Yet none of them could get close to Eddie as Hornetech used the same energy blasts from earlier to repel the Svartelm. Behind Eddie, the security cameras showed Thor blasting through many Svartelm using Thuderthor while Jane was trying to pry the bulkier Svartelm off Thorina by the stairs to the basement. Meanwhile, the same bulkier Svartelm were emerging from the ceiling vent in the computer monitor room.

"Use the MarGuide on them!" MJ insisted.

"Right," Peter nodded and pointed the MarGuide at the bulkier Svartelm.

"_Kurseed, the Cursed Marémon,_" EDITH responded. "_When a Svartelm is exposed to a Kurse Stone, it Matures into Kurseed. Stronger and more durable than the Svartelm, Kurseed are considered one of the most powerful creatures in all the Nine Realms._"

"That's…not good," Peter murmured.

"_However, a Kurseed's lifespan is relatively shorter compared to a Svartelm and will die within a certain amount of time after a Kurse Stone is used,_" EDITH added.

"Okay, but that doesn't help us deal with them right now," MJ pointed out.

As the Kurseed advanced, Hornetech tried to blast them away. But unlike the Svartelm, the Kurseed weren't affected by the energy blasts and kept coming closer.

"We have to get their attention, so that they leave Eddie alone," Peter said and looked down at Spidi. "Do you think you could use your Stingers on them?"

In response, Spidi looked annoyed.

"Are you still mad about the web thing?" Peter guessed. "Look, I'm sorry MJ ruined your webs and for swatting you too harshly. Now, could you please help Eddie and Hornetech? They'll get hurt if we don't do something."

Suddenly, all the lights turned out including the monitors.

"The backup generator must have failed," Eddie figured. "But that's not going to stop the Svartelm and Hornetech, since they're nocturnal by nature."

"Luckily, Noirstel is nocturnal too," MJ claimed. "Use Web Shot to stop these Svartelm and Kurseed in their tracks, Noirstel!"

Nodding, Noirstel shot multiple webs at the Svartelm and Kurseed's feet. This got their attention as they quickly got their feet out of the webs and ran toward Noirstel.

"Use Invisible Web on yourself," MJ commanded. "Peter, Spidi, get back!"

Peter and Spidi did as MJ said as she opened the door into the dark hallway behind her. While Noirstel hid itself using Invisible Web, MJ hid behind the door as the Svartelm and Kurseed went through the door which she closed behind them.

"Good thinking," Peter complimented.

"But it probably won't fool them for long," Eddie said, illuminating Peter and MJ's faces with a flashlight he picked up from the desk with his left hand. "We need a plan for getting out of here and fixing the generators, which I'm guessing the Svartelm and Kurseed tampered with."

"Well, if the Svartelm and Kurseed could fit inside the air vents…I don't see why our Marémon can't," Peter suggested.

"I think we should send Hornetech and Spidi," MJ said. "Then I'll have Noirstel cover the vent with webs in case the Svartelm and Kurseed return here."

"Good idea," Peter agreed. "But what if the Svartelm and Kurseed try to break through the door instead of going through the vent?"

"Simple, we'll use Noirstel's Invisible Web to hide ourselves," MJ answered.

"You know, it just occurred to me how well-organized this attack was by the Svartelm and Kurseed," Eddie abruptly said. "I know they're intelligent, but I doubt they understand complicated machinery like generators or the layout of this building by memory."

"Almost like someone was commanding them or something," Peter added. "But what I don't understand is how they snuck into the vents without any of the security cameras spotting them?"

"They must have used their Cloak ability to hide themselves," MJ guessed. "Now let's speculate on who's behind this attack later and concentrate on saving ourselves first."

Peter and Eddie nodded in agreement. They ordered Hornetech and Spidi to crawl into the vent, with the latter being more reluctant. After they were inside the vent, Noirstel spun thick webbing onto the opening. Once Noirstel did this, several pounding noises came from the door. So Peter and MJ huddled close to Eddie as Noirstel used Invisible Web on all of them. Eddie then turned off the flashlight as the door burst open. Several dark shapes moved around, with tiny footsteps growing closer and further. Tearing noises soon followed, along with metallic sounds.

"_I think they're going through the vents,_" MJ whispered to Peter.

"_Yeah, let's hope so,_" Peter whispered back.

Once the noises ceased, Peter and MJ tore off Noirstel's invisible webbing and ran through the open door while pushing Eddie, who was still sitting in his office chair. Eddie also carried the flashlight in his left hand, which he turned on to light the way for them. Noirstel sprinted ahead as Eddie gave him instructions on where to go. Soon, they came to the stairs leading down to the basement where Thunderthor and Thorina were passed out along with Thor and Jane.

"The Kurseed must've knocked them out," Eddie guessed. "You and Noirstel should stay here, MJ, while Peter and I meet up with our Marémon at the generators."

Using his left hand, Eddie pulled himself out of the office chair and struggled to stand. Fortunately, Peter took a hold of him before he fell.

"Are you sure about this?" Peter questioned. "If the Svartelm and Kurseed attack us—

"Our Marémon will keep us safe," Eddie insisted. "Besides, Hornetech only listens to me and Jane. So I have to go."

"I'll try reviving the others and catch up with you two," MJ said as she took her black backpack off and pulled out a pair of syringes filled with Healing Factor Juice. "Just be careful, okay?"

"We will," Peter nodded and helped Eddie down the stairs to the basement.

To be continued…


	12. Episode 12: Black Hole Escape!

Episode 12: Black Hole Escape!

At the bottom of the stairs, Peter and Eddie saw many Svartelm collapsed on the ground before two large machines that had multiple burn marks on them. Further down the room several Kurseed were antagonizing Hornetech, who was flying around with Spidi on his back.

"Spidi!" Peter cried.

"Hornetech!" Eddie called. "Get back here!"

Obediently, Hornetech flew past the Kurseed and over to Eddie where Spidi jumped onto Peter's shoulder. Peter saw Spidi shaking in fear, causing him to pet the little spider in a comforting manner. Meanwhile, the Kurseed saw the light coming from Eddie's flashlight and flinched.

"I think they don't like the light," Eddie figured. "That's why they destroyed the generators."

"That would also explain why the Svartelm scattered when Hornetech attacked them," Peter added. "It was because they didn't want to be in the sunlight for too long."

"We could use this to our advantage," Eddie realized. "Hornetech, Stinger Blast!"

Nodding, Hornetech raised its wrists at the Kurseed. Multiple blasts of energy escaped from them and hit the Kurseed, who continued to flinch but didn't move.

"Maybe they can be paralyzed," Peter speculated. "Use Stinger on the Kurseed, Spidi!"

Unlike before, Spidi obeyed Peter this time and leaped onto all the Kurseed's necks injecting his stingers into them. Unfortunately, the Kurseed's necks were so thick that the stingers couldn't puncture them. Then one of the Kurseed threw a round object in Spidi's direction which exploded and caused Spidi to be drawn towards it.

"What is that?" Peter asked, feeling something pulling him and Eddie toward the explosion.

"A Black Hole Grenade," Eddie said. "Kurseed and Svartelm use them to suck perceived enemies into nothing."

"Oh, no," Peter said, realizing the danger Spidi was in. "Web Shot my arm!"

Spidi did just that and held on for deal life as the nearby Kurseed were sucked into the black hole. Meanwhile, the other Kurseed retreated back into the vents. Once the black hole vanished into nothing, there was a lingering silence until several footsteps were heard from above. Peter and Eddie looked back to see MJ, Thor, and Jane arrive with their Marémon Noirstel, Thunderthor, and Thorina.

"MJ told us what happened," Thor said and looked at the damaged generators. "But where did the Kurseed that went down here go?"

"Some of them got sucked into a Black Hole Grenade, while the others went back into the vents," Peter explained as Spidi crawled along his web to rest upon Peter's shoulder once more.

"Then let's get them," Thor insisted and ran back up the stairs with Thunderthor following.

Immediately, Peter and the others followed with their Marémon out of the SHIELD Station. The trees were bathed in the afternoon sun, but there were no Svartelm or Kurseed.

"I guess those bugs must have run into the underbrush to hide from the sun," Thor figured.

"Well, they won't be hidden for long," Jane said. "We have to get out of this forest before the sun goes down, and call Nick Fury to tell him what happened."

"But where should we go?" Eddie asked. "Yortown is too far from here, and New Asgard Town is under the tyrannical grip of Thor's siblings."

"At least it's closer to us than Yortown," MJ pointed out. "Besides, we have to go there."

Peter nodded. "I know we're taking a risk either way, but I would rather confront Thor's siblings than deal with colonies of Svartelm and Kurseed again."

Thor frowned and then said, "As much as I hate to admit it, I'm on Peter and MJ's side."

Eddie and Jane looked at each other, then back at the SHIELD Station. So they went back inside and gathered enough supplies for traveling before joining Peter, MJ, and Thor. Together, they briskly walked away from the SHIELD Station on the opposite side of the hill it was on until they found a paved road. From there, it wasn't long until they reached the end of the forest just as the sun was starting to set. In the distance, there were seaside cliffs that were covered in greenery and several groups of brightly colored houses.

"I would be happy to see my hometown again if there wasn't anything sinister waiting for me," Thor remarked.

"While you may not have beaten back the Kurseed, you and Thunderthor were very brave," Jane said. "So I think you have a shot a winning against your siblings."

"Really?" Thor blinked.

Jane blushed slightly as she nodded.

"Aw, isn't that precious?" MJ sneered. "You still like Thor, even though he abandoned you."

"No, I still can't forgive him for that!" Jane snapped, hiding her blush with her hands. "And he clearly hasn't bothered to shower or cut his hair in over a year."

"Hey, I was going to do those things eventually!" Thor argued.

Eddie and Peter chuckled in response while their Marémon Spidi and Hornetech did too.

"Hey, Pete," Eddie said, leaning against Peter as they walked. "Do you have any other Marémon besides Spidi?"

"No, he's the only one I have so far," Peter responded. "If it wasn't for those Svartelm and Kurseed, I would've tried catching Marémon in the forest."

"Well, if that's the case, I'll let you borrow Hornetech," Eddie offered. "He'll give you a chance against Asgard's Realm Champions, who specialize in Weapon-Type Marémon which are weak to Tech-Types like Hornetech."

"On top of that, my brother's Marémon is part-Element-Type," Thor pointed out. "And if you recall, Mutant-Type Marémon are weak against Element-Types."

Peter's eyes widened, remembering Spidi was a Mutant-Type. "Oh, yeah. If I challenged Loki with just Spidi, there's no way I'd win."

"But you'll still have me by your side," Thor said.

"And what about your sister's Marémon?" MJ asked.

"It's part-Magic-Type," Thor answered. "Unfortunately, the only type that can beat Magic-Type Marémon is God-Type."

Folding her arms, Jane said, "If you really want to beat Loki, Peter, you should try to get your hands on a Magic-Type Marémon. Those can beat Element-Types for sure, and it'll give you an even chance against Hela."

"Except there's one problem: where are we going to get one?" MJ questioned.

While the others pondered over this question, they continued walking down the road towards New Asgard Town with the sun setting over the sea to their right.

To be continued…


	13. Episode 13: Night of the Shadusk!

Episode 13: Night of the Shadusk!

By the time Peter, MJ, Thor, Jane, and Eddie reached the outskirts of New Asgard Town, it was already nighttime with mist from the sea rolling in and a quarter moon rising above. Aside from a few scattered houses, there was also a cemetery on a lonely hill.

"I guess we should make camp," Peter suggested.

"And risk getting attacked by the Svartelm and Kurseed during the night? I don't think so!" MJ objected. "We're too vulnerable out here in the open."

"There is one person I know who might be willing to put us up for the night," Thor said. "Although it will depend on how well I can convince her."

"Wait," Jane realized. "If you're talking about going to Sif's place, it would be too dangerous."

"How come?" Thor asked.

"Loki placed her under permanent house-arrest after you left and brainwashed the Warriors Three to make sure she didn't leave," replied Jane.

"The Warriors Three?" Peter questioned.

"It's a nickname that was given to the Weapon-Type Marémon Volstagg, Hogun, and Fandral," Jane explained. "Together, they protect New Asgard Town from intruders."

"Well, if that's the case, how were you were able to leave when SHIELD recruited you?" MJ asked Jane.

Shivering nervously, Jane said, "Loki allowed me to leave on the condition that I wouldn't tell SHIELD about what happened in New Asgard Town. Otherwise, he would kill me."

"Okay, but that doesn't change our situation," Peter pointed out. "We can either risk going to Sif's place, or camp somewhere like at that cemetery."

"No one ever goes to the cemetery after dark," Thor warned.

"Why is that?" Peter asked.

Thor pointed at the cemetery, which Peter and the others looked at. From the tombstones emerged several dark shapes that looked like tiny humans with a cape-like membrane between the arms and hips. In a split second, they vanished and then appeared a few feet away from the road where Peter and the others were standing.

"Let's go!" MJ said urgently. "Those things are giving me the creeps."

So MJ broke out into a run towards New Asgard Town, while the others followed. The dark shapes glided through the air behind them, while some occasionally appeared in front of them. Crying out in surprise, MJ called Noirstel from his PDB and ordered him to create an Invisible Web around everyone including herself. Peter decided to aid MJ by having Spidi paralyze the dark shapes that were in their midst with his Stinger attack. However, this didn't seem to affect them. So Thor called Thunderthor to shock the dark shapes using Lightning Blast. Once the dark shapes were incapacitated, Peter and the others continued to run into the town. Passing several houses, they ran down a paved road that ended at a town square where they stopped to catch their breath outside of Noirstel's Invisible Web.

"I've never seen Marémon like that," Peter said between gasps of breath. "What were those?"

"Shadusk," Thor answered. "They're the specters of Marémon who passed away that have been reanimated into supernatural beings with the ability to manipulate shadows and teleport anywhere they want."

"Does that mean they're Magic-Type Marémon?" When Thor nodded, Peter's eyes widened. "Then I've got to catch one of those!"

Before Thor could respond, he and the others were suddenly ambushed by three creatures. One resembled a stumpy dragon with tusks that resembled the edges of an axe blade, the other looked like a small dinosaur with black skin and carried a mace-shaped club in its hand, while the third resembled a bird with blond-colored feathers and had a rapier-shaped stick tied to its side by a string. But what drew everyone's attention more was the creatures' eyes, which glowed blue in the darkness.

"It's the Warriors Three: the axe-mouthed one is Volstagg, the one with the mace is Hogun, and the one with the rapier-shaped stick is Fandral," Jane exclaimed. "We have to hide now!"

Just as the three Marémon advanced toward Peter and the others, another creature stepped out from a nearby alley. It resembled a red triceratops with a gray shield-shaped head and a sword attached to its back. Standing between the two groups, the triceratops-like creature roared angrily at the three Marémon which caused them to back away. From the same alley emerged a young woman who had medium dark hair and wore a black leather jacket with matching pants.

"Shieldsif!" the dark-haired young woman yelled at the triceratops-like creature. "What are you — Thor!"

"Hi, Sif," Thor waved nervously.

The dark-haired young woman's face became flush with embarrassment.

"Seems Jane isn't the only girl that likes Thor," MJ whispered to Peter.

"Why did you come back here?" Sif demanded. "It will only be a matter of time before Loki finds out, then he and Hela will do worse things to you than they already have!"

"But that's why I came back: to put an end to their tyranny!" As he spoke, Thor walked up to Sif and grasped her shoulders. "Now, please, can you take us somewhere to stay for the night? My friends and I have been on a long and hectic journey that I'll tell you about in more detail later."

Reluctantly, Sif nodded. "Follow me."

###

"Um, not that I'm complaining about the arrangements, but are you sure it's safe for us to sleep near Shieldsif?" MJ asked. "I mean, she is a Weapon-Type."

They had followed Sif through several alleyways until they came to a house that overlooked the rest of the town, where they were led into a large barn that Shieldsif was typically kept in.

"Oh, yes, she's perfectly fine so long as you give her space," Sif said. "But lately, she's been getting super restless and occasionally breaks out of the barn to intimidate the Warriors Three."

"Why does she do that?" Peter asked.

"Because she's mad at them for taking Loki's side, even though she doesn't realize it's not their fault," Sif explained. "They're being controlled by the Mind Stone, which you can tell by the color of their eyes."

"Oh, yeah, I did notice their eyes were strikingly blue," Peter realized.

"Is there any way to cure them?" Thor wondered.

Sif shook her head. "No, unless we can get our hands on the Mind Stone, which is easier said than done."

"So our best chance is to win against Loki and Hela, then," Peter stated. "And if I'm going to do that, I need to borrow Hornetech and get a Shadusk."

To be continued…


	14. Episode 14: Unable to Move On!

**So like with Hornetech, Shadusk is a reference to another superhero identity Spider-Man used/member of the Slingers superhero group named Dusk. Though this version of Dusk is based more on Cassie St. Commons' take of the character instead of Spider-Man's.**

Episode 14: Unable to Move On!

After sleeping in the barn with the shield-headed Marémon Shieldsif, Peter and the others woke up to find that Sif had left a tray full of freshly baked breakfast buns and a herbal tea set. There was also cups of jam and cream cheese, which the others sampled for their breakfast buns while Shieldsif ate the fresh grass in her pen that her owner Sif provided. Spidi, Noirstel, Hornetech, Thunderthor and Thorina also gorged on food that consisted of flies and dried meat.

"You really care a lot about Shieldsif," Peter remarked to Sif as she took away the tray after everyone had finished their breakfast buns and tea.

"Well, she was the Marémon I bonded with after birth," Sif said. "That's why I'm called Sif."

"Is that the case with you too, since your Marémon is Thunderthor?" MJ asked Thor.

Nodding, Thor said, "Everyone here in New Asgard Town is named after the Marémon that bonds with them after they're born. It's part of our belief in the natural connection between humans and Marémon."

"But I'm an exception, since I moved here after I was born," Jane said. Then she noticed the second PDB on her belt. "Oh! I almost forgot to feed Valrie."

Pointing the PDB at the ground, Jane summoned a Marémon that resembled a tiny human female with long braided blonde hair, wearing a blue cape and a silver breastplate over a short black dress. While Thunderthor was enchanted by the new Marémon, Thorina looked irritated and smacked the back of the Thunderthor's head. Seeing this made Peter chuckle as he checked the MarGuide for information while Valrie helped herself to the rest of the dried meat.

"_Valrie, the Maiden Marémon,_" EDITH said. "_Known for its beauty and battle prowess, this Weapon/Magic-Type can sense when death is coming to every living creature and carries their souls to the afterlife once they die._"

"Well, that's grim," MJ noted. "But if the Valrie are supposed help souls pass on, why do the Shadusk exist?"

"Some souls do not wish to pass on because they have unfinished business," Sif answered. "The cemetery, for instance, has deceased Marémon whose owners abandoned them."

Peter sighed. "Now that I know that, I don't know if I should catch a Shadusk."

"It doesn't matter what the Shadusk was in life," MJ insisted. "You need one to help you defeat Loki and Hela, which is all that matters now."

"Yeah, I guess so," Peter reluctantly agreed. "Though if the Warriors Three are brainwashed, why did they back away from Shieldsif?"

Peter consulted his MarGuide, and EDITH answered, "_In addition to its shield-like face and symbiotic sword, hence its Weapon-Type status, Shieldsif has a powerful roar that can rattle any living thing even if they are in a mentally incapacitated state._"

"Unfortunately, it's not powerful enough to snap Volstagg, Hogun, and Fandral out of their brainwashed state completely," Sif said dishearteningly. "The only way to truly save them is by getting the Mind Stone."

###

That night under the light of the quarter moon, Peter made his way up to the cemetery while MJ reluctantly followed as backup. As for Thor, Jane, and Eddie, they decided to stay in the barn to keep Shieldsif company so she wouldn't try to leave.

"Eddie's not been very talkative since we got to New Asgard Town," MJ observed. "Have you noticed that?"

"Now that you mention it, I have," Peter realized. "Maybe he's having second thoughts about letting me borrow Hornetech."

"I think he wishes he could do more, but can't because of his palsied arm," MJ speculated.

Suddenly, the Shadusk rose from the gravestones in the cemetery making MJ flinch.

"You're not going to scare us away this time," Peter declared. "I just want to capture one of you for an upcoming match."

Taking an empty PDB from his denim jacket, Peter opened it up. A bright light shot from the inside, which hit one of the Shadusk and pulled it towards the open PDB. Eventually, the Shadusk got sucked into the PDB which automatically closed.

"All right!" Peter grinned. "I caught a Shadusk!"

But just before MJ could respond, Peter's PDB abruptly opened releasing the Shadusk which flew toward one of the gravestones in the cemetery. Peter immediately followed after it, while MJ kept the other Shadusk at bay with Noirstel as she commanded him to use Spider Web to bind all the Shadusk together in a thick webbing. This seemed to do the trick as MJ and Noirstel caught up to Peter, who found the Shadusk at a gravestone that had 'Cassie' carved on it.

"Cassie?" Peter glanced at the Shadusk. "Was that your name in life?"

The Shadusk nodded in response. She then spoke in a series of angry warped sounds, while Spidi responded with his usual chittering. Peter and MJ shrugged, as they didn't fully know what they were saying. Next, Spidi turned to Peter and made several pantomime motions with his legs.

"I think Spidi's saying that the Shadusk Cassie refuses to leave because she thinks her owner will come back," Peter guessed.

Nodding, the Shadusk known as Cassie folded her tiny arms and sat on top of the gravestone.

"But the date on this grave shows that Cassie's been dead for almost a year," MJ pointed out. "If her owner is still alive, they would've visited this grave by now."

"Has anyone come to visit you?" Peter asked Cassie.

Reluctantly, Cassie shook its head.

"Why don't you go with me?" Peter offered. "Together, we can find your owner and learn why they abandoned you. Maybe you'll be able to find inner peace."

"Yeah, that seems like a better alternative than hanging out with these other restless spirits for eternity," MJ added. But when she looked back, she noticed the other Shadusk were prying themselves from Noirstel's webs.

"So what do you say, Cassie?" Peter offered, holding his hand out.

To be continued…


	15. Episode 15: A New Friend and Enemy!

Episode 15: A New Friend and Enemy!

The Shadusk known as Cassie looked at Peter's hand for a moment and then at the other Shadusk, who managed to free themselves from Noirstel's Spider Web. Standing up, she raised her tiny hands and the shadows of the graves in the moonlight came together in a large ball that Cassie flung at the other Shadusk trapping them inside.

"Wow, that's quite an attack!" MJ remarked.

Peter nodded in agreement and checked his MarGuide.

"_In keeping with its namesake, Shadusk has the ability to manipulate shadows into whatever shape they need to protect them from enemies,_" EDITH responded. "_Though the strength of their attacks depends on the light-source._"

"Guess it's a good thing Cassie attacked them and not us," Peter remarked. "If she could do that with shadows from a quarter moon, imagine the power of shadows from the noonday sun."

Meanwhile, Cassie made the same warped noises from before which Spidi interpreted.

"So according to Spidi, Cassie's agreed to come with me on the condition that I let her go if we find her owner," Peter said and looked at Cassie. "Well, don't you worry, Cassie, because I made a vow to never break a promise ever again when my uncle Ben passed away."

Cassie folded her arms and then jumped into Peter's open PDB, which closed shut as the upside-down triangle on the front briefly glowed before dying down.

"Looks like you caught a Marémon for real," MJ smiled. "Congratulations! You're already one step closer to being a Marémon Hero."

"No, I've still got a ways to go," Peter admitted. "Though hopefully, Cassie will give me the chance to earn the Mind Stone Badge."

Peter and MJ left the cemetery walking straight to Sif's place. But when they got there, the place was ransacked and no one was around nor any Marémon. Instead, they found a scribbled note on the front door that said:

_For violating the house-arrest sentence and keeping intruders under her roof, Sif Warring and her Marémon Shieldsif have been taken to the Asgard Realm to receive their due punishment. The intruders Thor Odinson, Jane Foster, and Edward "Eddie" McDonough have also been taken to the same facility to be dealt with along with their Marémon. If anyone has any objections to these actions, please come to the Asgard Realm where the Champions Loki and Hela will take them into consideration._

"It's a trap," MJ determined. "Loki and Hela are trying to lure us out so they can arrest us too."

"But we can't just stand here and do nothing," Peter objected. "We have to save them!"

"That is SHIELD's job, not ours!" MJ argued.

"Okay, then how are we supposed to contact them? Sif told us that Loki and Hela control all communication with the outside world, so if we try getting in touch with SHIELD it won't take them long to find us."

"We'll run away, then."

"And go where? We can either go back into Vanaheim Forest and deal with those Svartelm and Kurseed, or march over the mountains east of here and get to La Vie City. Either way, our friends are going to suffer before we get in touch with SHIELD."

MJ sighed. "Yeah, you're right. So what's your plan? We've only got two Mutant-Type Marémon and one Magic-Type to go up against Loki and Hela's partial Weapon-Types. Plus, if the Warriors Three get involved we'll get trampled for sure."

"If we use our wits, then we'll find a way to deal with them," Peter said confidently while Spidi nodded in agreement on his shoulder.

###

After hatching a plan, MJ and Peter used Spidi and Noirstel's combined Web Shot attacks to swing onto the roof of the nearest house. From there, they hopped from roof to roof with Spidi and Noirstel helping them using web-based ropes. Luckily, the Warriors Three didn't spot them when they reached the town square. However, someone else was standing on the same roof they were. It was a woman with black hair tied into a long ponytail and wearing a pink spandex outfit. Crouching next to her was a black-and-silver lizard-like creature that stood upright with gold discs along its arms.

"_Maybe she didn't hear us,_" Peter assured to MJ.

This caused the woman in the pink spandex outfit to look away from the town square and directly at Peter.

Groaning, Peter said to himself, "Why did I have to open my big mouth?"

"What are you kids doing here?" The woman asked sternly. "Shouldn't you and your baby Marémon be in bed by now?"

"Could ask the same about you," MJ retorted. "Especially your outfit, which makes you look like an aerobics instructor."

Frowning, the woman said, "For your information, I'm a professional assassin! The name's Delilah*, and you're going to pay for insulting me. Rikoshay, get rid of them!"

"Rikoshay?" Peter immediately consulted his MarGuide.

"_Known as the Agile Marémon, Rikoshay is a Weapon/Mutant-Type that has the ability to leap great distances and bounce off various surfaces,_" EDITH answered. "_It is even equipped with metal discs that can be fired, which either cut or explode on impact._"

"Oh, great," Peter remarked.

Just as Peter spoke, Delilah's Rikoshay leaped into the air. The gold discs fired from its arms and flew toward Peter.

"Spidi, Web Shield!" Peter commanded.

Immediately, Spidi created a giant web-based shield around Peter, MJ, and himself. When the gold discs impacted the shield, they cut right through the webbing injuring Spidi.

"No, Spidi!" Peter cried, reaching into his pack for a Healing Factor Juice syringe.

"Looks like your Spidi's webbing isn't strong enough to withstand Rikoshay's Throwing Discs," Delilah chuckled. "Now I might spare your lives if you help me with something."

"Why would we want to help you?" MJ objected. "Aren't you a professional assassin?"

"Yes, but I'm not from around here," Delilah explained. "My boss sent me to check on the situation with New Asgard Town and see if he could strike a deal with the Asgard Realm Champions for the sake of benefiting our organization."

"And what kind of organization are we talking about?" Peter asked.

This made Delilah pause. "Maybe I'll tell you if you agree to help me."

To be continued…

* **Not to be confused with Delilah Dearborn, who became the hero Geiger, Delilah was a cyborg assassin who fought Spider-Man and teamed up with his other alter ego Ricochet (which the new Marémon in this chapter is based on)**


	16. Episode 16: Entering the Asgard Realm!

**While it is speculated that Roughouse is Asgardian in the comics, I'm definitely making him an Asgardian in this story. Also, Bloodscream is a reference to a minor villain of the same name who has fought Spider-Man and Wolverine.**

Episode 16: Entering the Asgard Realm!

"Forget it!" Peter objected to Delilah while healing Spidi. "We're not going to help someone who attacks us and hurts our Marémon."

"Guess I have my work cut out for me," Delilah grinned. "Rikoshay, use your Exploding Discs to blow these guys away!"

Nodding, Rikoshay made new gold discs appear on his arms. Only these ones blinked red when he fired them at Peter and MJ. But just as the discs were flying through the air, a black bat-like creature suddenly appeared and used its scorpion-like tail to swat the discs away which exploded high above them.

"Um, thanks, whatever you are," Peter said to the bat-like creature.

While its eyes were hollow, its wings were silver in color.

"Some Marémon Wielder you are," said a sturdy male voice from nearby. "If you knew your stuff, you'd realize it was a Bloodscream."

Peter, MJ, and Delilah looked towards the gray eastern horizon and saw a tall man standing there. In the light of the setting moon, he was a tall burly man with a brown beard and wore a matching suit.

"Just who do you think you are?" Delilah frowned. "No one has ever swatted away my Rikoshay's Exploding Discs like they were nothing!"

"There's a first time for everything," the man said, cracking his knuckles. "I'm Roughouse, the local enforcer around here. Now, what are _you _doing in New Asgard Town, lady?"

Delilah folded her arms. "I see no reason to tell you."

"All right, then I'll beat the answer out of you," the man decided. "Do your stuff, Bloodscream!"

Immediately, the bat-like creature attacked Rikoshay by circling around his head. Meanwhile, Rikoshay fired its discs in random directions though the bat-like creature dodged them all.

"What's a Bloodscream?" Peter questioned and pointed his MarGuide at the bat-like creature.

"_Bloodscream, the Bloodthirsty Marémon,_" EDITH stated. "_Similar in nature to the mythical vampire, this Magic-Type drains the life-force of any living thing it touches for its own sustenance. While most of its victims die after they're fully drained, some survivors become zombie-like creatures that Bloodscream can command to do its bidding._"

"I would hate to get touched by that thing," Peter flinched.

"Let's get out of here, Peter," MJ said while shaking Peter's shoulder. "I don't trust Roughouse, and the Asgard Realm is not too far away."

"Right, we've got to save our friends," Peter remembered. "Spidi, Web Shot!"

Now fully healed, Spidi shot a web-based rope across the town square to another building while Noirstel did the same. This allowed Peter and MJ to crawl across the town square while below them the Warriors Three were heading toward the roof where Roughouse and Delilah's Marémon were fighting. After getting to the other side, MJ and Peter reunited with their Marémon and continued their roof-hopping strategy until they came to a large Norse-style building.

"This is a Realm?" Peter eyed the building from top to bottom. "But it looks so ordinary."

MJ shook her head. "The building isn't the Realm. It's merely the gateway to the actual Realm, which is inside."

Confused, Peter cautiously approached the double oak doors on the front of the building and opened them. What greeted him was a swirling rainbow vortex that sucked him and Spidi in while MJ and Noirstel followed. On the other side of the vortex, Peter and MJ found themselves in a large throne room with a high vaulted ceiling, stone columns, and a giant golden throne where a teenage boy sat with a slightly older teenage girl leaning against it. They both had raven-black hair, but while the boy's hair was of medium length, the girl's hair was longer. In addition, their clothes were a matching dark-green color with black lining. But while the boy wore a green robe and pants with a golden helmet adorned by curved horns, the girl wore a tight-fitting green suit with fingerless gloves and black heeled boots.

"It seems the rest of the intruders have finally arrived," the dark-haired boy said, his voice echoing throughout the throne room.

The dark-haired girl chuckled. "Remind me to give Roughouse a reward for bringing them here in good time."

"Actually, we stumbled in here ourselves," Peter explained. "Roughouse got tied up fighting an assassin lady we ran into on the way to this Realm, assuming that's what this place is."

Hearing that, the dark-haired girl shook her head. "Why did we have to rely on suck a lunkhead like Roughouse to do our dirty work, brother? He never even got named after a Marémon, since none appeared when he was born."

"Doesn't matter, dear sister, because we still got what we wanted," the dark-haired boy grinned. "I'm assuming you two are Peter and MJ."

"You got that right," Peter confirmed. "I'm guessing you're Loki and the girl's Hela."

"Correct," the dark-haired boy Loki nodded. "My brother must have told you all about us."

"More like complained, about how you two ruined his life!" MJ snapped. "Now tell us where are our friends are."

"Right over there." Loki held up a curved scepter and waved it to his right.

In an instant, Thor, Jane, Eddie, Sif, and their Marémon appeared. Peter ran over to them, but they vanished just as quickly as they came.

"Where did they go?" Peter demanded.

"That was just an illusion you saw," Loki explained, lowering his scepter. "But they are in this Realm, waiting to receive their punishment for daring to come back here and upset the peace."

"You must be a lousy ruler if you think you've created peace by oppressing the people in this town, who are too scared to come out of their houses, and threatening to kill anyone who alerts the authorities," Peter said angrily. "I challenge you and Hela to a Marémon Match!"

"Do you really think you can take on the two of us?" Hela made a sharp laugh. "You must be joking!"

"Yeah, that does seem unfair," Loki commented. "So let's even out the playing field by having Thor participate."

"Are you sure?" Hela questioned.

"He and Thunderthor haven't battled in a long time, so they don't pose a threat to us," Loki assured. "Still, I would like to see him try."

To be continued…


	17. Episode 17: The Debut of Spidermin!

Episode 17: The Debut of Spidermin!

Loki then picked up a gold-colored PDB and pressed the upside-down triangle. What came forth was a creature that resembled a wolf with light-gray fur and gold-colored armor along its body. It had one eye covered by a gold-colored patch, and carried a golden spear in its mouth. Though like the Warriors Three, its visible eye was bright blue.

"Wow, what is that?" Peter wondered, and consulted his MarGuide.

"_Odinspear, the All-Seeing Marémon,_" EDITH described. "_Once the ruler of all the Marémon from Asgard, this God/Weapon-Type is capable of transporting living things across space and time with its spear Gungnir._"

"Yes, and it is this same power that allows the extra-dimensional Realms in the Marvo Region to exist," Loki added. "Now, Odinspear, use Matter Transport to bring Thor here."

The one-eyed wolf Odinspear nodded and slammed the staff end of Gungnir into the floor. In an instant, Thor appeared in front of Peter and MJ only he looked different. His beard had been shaved and his hair was cut short. Attire-wise, his sweater jacket and sweatpants had been traded for a tight-fitting blue vest over a dark-gray quarter-length shirt, black pants and hiking boots.

"What did they to do you, Thor?" MJ said in surprise.

"My sister called it a makeover, while I thought it was torture," Thor grumbled as he tried to unzip the vest. "This is really pressing into my gut…."

"Well, maybe if you didn't let yourself go it would fit perfectly fine," Hela said in a snide tone. "And don't bother unzipping the vest. I've enchanted it to stay in place."

"Enchanted it?" Peter looked confused. "Does that mean…you can use magic?"

"Correct," Loki confirmed. "Some Asgardians are gifted with magic, like Hela and myself, while others like Thor don't have such talent."

"That may be true, but I don't need magic to beat you guys," Thor declared, and glanced back at Peter. "You ready for battle, Pete?"

"Absolutely," Peter grinned, holding up a PDB. "I caught a Shadusk named Cassie, and I'll be using her to battle you guys."

"Very well, then," Loki responded, holding up a regular PDB. "Let's get started."

Hela grabbed a PDB from a fold in her skin-tight suit and pointed it at the space between the throne and Thor. "Elarein!"

"Lokeen!" Loki cried as he pointed his PDB at the same spot.

From Loki and Hela's PDBs emerged two creatures. One resembled a bipedal fox with black fur that had green accents. A pair of curved golden horns grew from its forehead, while its eyes were bright-green and it gave a mischievous grin. The other creature was a majestic deer that had long metallic black antlers that complemented its black fur while the upper-half of its body was emerald-green. Immediately, Peter consulted the MarGuide by pointing it at the fox-like creature then the deer-like one.

"_Known for being incredibly mischievous, the fox-like Lokeen is able to cast illusions that are so powerful it can fool Marémon and humans for the purpose of stealing their stuff. But when its illusions fail, this Magic/Weapon-Type can also use small blades for protection,_" EDITH stated. "_Resembling a deer, Elarein is considered an omen of death in many cultures and is usually avoided. Not only can it resurrect the dead but also summon various bladed weapons and therefore is classified as an Element/Weapon-Type._"

"Hold on," MJ realized. "Thor, you told us that Loki's Marémon was Element/Weapon and Hela's was Magic/Weapon."

"Well, I...forgot," Thor admitted, causing MJ to groan. "The two Types are very similar, so give me some slack!"

"Then why didn't Jane correct you?" MJ questioned.

"Because when I made her promise to not say anything to SHIELD about what Hela and I did here, I used the Mind Stone to make her forget our Marémon's exact types in case she met up with Thor again and tried to help him in a rematch against us," Loki explained.

"It doesn't matter, because I've still got a chance," Peter claimed. "Now, show them what you got, Cassie!"

Before Peter could summon Cassie the Shadusk from her PDB, though, Spidi swatted the PDB away with its forelegs.

"Spidi!" Peter exclaimed, picking up his PDB. "What are you doing?"

Immediately, Spidi leaped off Peter's shoulder and stood next to Thor. Next, Spidi's body suddenly grew rapidly while its skin tore into pieces.

"What's wrong, Spidi?" Peter wondered out loud.

MJ blinked. "I think Spidi is Maturing, Peter."

"Looks like it," Thor confirmed. "When a Marémon has gained a certain amount of experience, it'll Mature into a better Marémon with stronger attacks."

"Oh, wow," Peter remarked, feeling tears in his eyes. "So the reason Spidi didn't want me to use Cassie is because he wanted to help me win this match by Maturing."

When its skin was fully shattered, Spidi now resembled a much larger spider that was three feet tall with four blue legs and a red body covered in web-like patterns. On its back and chest was a small black spider-shaped emblem while its white eyes were outlined in black.

"That was certainly not expected," Loki remarked. "Peter's little Spidi Matured into Spidermin…this match just got more interesting."

Not sure what Loki meant, Peter immediately checked the MarGuide.

"_Spidermin, the Friendly Neighborhood Marémon and the Matured form of Spidi,_" said EDITH. "_Possessing unusual power and technological prowess, Spidermin is considered a Mutant/Tech-Type. It is capable of spinning powerful webs that are extremely difficult to get out of and comes with a symbiotic spider-shaped drone that can be used for reconnaissance purposes._"

"Cool," Peter remarked. "That means Spidermin might be able to beat Loki's Lokeen, because Tech-Types are strong against Weapon-Type Marémon."

"But Lokeen is also a Magic-Type, which are stronger than Element-Types," Loki pointed out. "Therefore, it will come down to the individual strengths of our Marémon as opposed to Type advantage. Still want to challenge me?"

"You bet I do," Peter said, clenching his fist. "This may not be the ideal situation, but I'll do my best and Spidermin will do the same!"

In response, Spidermin reared its forelegs as large Stingers emerged from them.

"Okay, then I'll take on Hela's Elarein with Thunderthor," Thor decided, and called the hammer-wielding Marémon from its PDB.

"You lost to me before," Hela smirked. "It will be no different this time."

"Don't count on it, big sis!" Thor responded.

To be continued…


	18. Episode 18: The Armor of Illusion!

Episode 18: The Armor of Illusion!

"Go get 'em, Tiger!" MJ shouted to Peter, which made him wince.

"You haven't given me that nickname since we were in the Marémon Academy," Peter recalled.

"And it encouraged you to do well before, just as it will do now," MJ smiled.

While Thor took a few steps back from Thunderthor, Hela and Loki walked down from the throne and stood two feet from their Marémon Elarein and Lokeen. Peter then noticed MJ whispering something to Noirstel, who had been resting on her shoulder since they arrived in the Asgard Realm, before he moved behind her neck.

"Is something wrong, Peter?" Loki asked. "Are you having second thoughts about challenging me and my sister?"

"No, Loki," Peter insisted. "I'm ready to go."

"Good," Loki grinned. "Lokeen, Illusion Cast!"

The fox-like Lokeen grinned and waved his claws. Immediately, the air seemed to shimmer briefly before going back to normal.

"Okay, not sure what that was about," Peter noted.

"You'll see soon enough," Loki chuckled.

Just then, another Lokeen appeared right behind Spidermin and lunged toward him with a knife drawn from a pouch in his skin. Fortunately, Spidermin's Spidey-Sense alerted him and he managed to flip over the second Lokeen. But just as Spidermin dodged the second Lokeen, a third one appeared and threw several knives in Spidermin's direction forcing him to dodge them. Meanwhile, several duplicates of Elarein were surrounding Thunderthor and waving their metallic antlers at him in a threatening manner.

"What's going on?" Peter said as he rubbed his eyes to make sure he wasn't dreaming. "Is this some kind of illusion?"

"Exactly," Thor answered. "Illusion Cast makes the viewer see things that aren't real. So in this case, Lokeen is using it to create duplicates of himself and Elarein to fool our Marémon into thinking there's more of them. But in reality, most of the ones you see are fake while the real ones are hidden."

"How do we figure out which ones are the real Lokeen and Elarein?" Peter asked.

"I'm not sure, since this was how Loki and Hela beat me last time," Thor admitted. "But I'm going to watch them carefully and see if any particular Lokeen or Elarein stands out, because that's probably the real one."

So Peter followed Thor's example and watched each Lokeen that attacked Spidermin carefully. Then upon seeing Spidermin's spider-shaped emblem, an idea formed.

"Spidermin, Spider Drone!" Peter commanded.

For a moment, Spidermin's eyes briefly glowed blue and then the spider-shaped emblem on his back came off becoming a floating object that zipped around the throne room. Hela noticed it, and she gritted her teeth.

"Elarein, Necroblade that drone out of the air!" Hela ordered.

From the back of the Elarein that directly faced Thunderthor emerged a dark metal blade that shot toward the Spider Drone. The other Elarein did the same, though only one blade pierced the Spider Drone.

"Looks like I found you," Thor murmured, tracing the trajectory of the blade down to the Elarein that was right in front of Thunderthor. "Now, Thunderthor, Lightning Blast!"

Nodding, Thunderthor raised his hammer and shot lightning right at the Elarein in front of him. This in turn caused Elarein to get electrocuted, while the other Elarein vanished into nothing. Meanwhile, Peter noticed the lightning flash seemed to make the multiple Lokeen that surrounded Spidermin transparent except for one who was standing behind the others.

"Gotcha!" Peter declared. "Spidermin, paralyze that Lokeen in the back with your Stingers!"

Immediately, Spidermin leaped over the Lokeen in front of him and flipped through the air until he landed on Lokeen's back and plunged the Stingers into his neck. Lokeen flinched in pain as the other duplicates of him vanished. Then he suddenly pulled Spidermin's Stingers out and vanished completely causing Spidermin to fall to the ground.

"Wait, so that one was an illusion too?" Peter wondered.

"No, Lokeen just used Conceal to make himself invisible," Thor said. "But unlike Noirstel's Invisible Web, he's using magic to do it instead of mutation. He's probably using it to hide until the paralysis effect of Spidermin's Stingers has worn off."

"Seems like something Lokeen would do," Hela remarked. "But unlike him, Elarein would never cower from a fight!"

To Peter and Thor's surprise, Elarein didn't seem to be weakened from Thunderthor's Lightning Blast. In fact, the black part of Elarein's fur seemed to shine like armor.

"Ah, I see," Thor responded, looking surprisingly calm. "Elarein used Armor Enhance to protect herself from the Lightning Blast."

"Right you are," Hela admitted. "Everything below Elarein's neck is actually a natural armor she uses for protection. But when she feels threatened, she'll use Armor Enhance to block the effects of different attacks."

"So because Elarein's armor is made from a synthetic metal, Thunderthor's lightning was naturally attracted to it," Thor deduced. "But you knew this would happen, and hoped Elarein's Armor Enhance would kick in to nullify the effect of Thunderthor's Lightning Blast."

"How smart you've become in the past year, brother," Loki complimented sarcastically. "But this is as far as you'll get. Hela, finish these Marémon off."

"With pleasure," Hela nodded. "Elarein, Structure Spikes!"

Elarein stomped the ground, which shook as black spiky structures emerged from beneath the floor and tried to pierce Thunderthor and Spidermin. Luckily, Spidermin's Spidey-Sense prevented him from getting hit by them while Thunderthor used Whirling Hammer to levitate himself above the spikes. Meanwhile, Loki turned away from the battle and was about to walk back up the steps to the throne when he paused.

"Odinspear!" Loki yelled. "Where is the scepter?"

Peter looked at the throne and sure enough, the golden scepter Loki picked up earlier was missing. Meanwhile, the one-eyed wolf Odinspear was sitting obediently next to the throne and staring ahead without moving.

"Are you deaf?" Loki demanded. "The scepter is missing and I want to know why!"

"That's because I have it," MJ abruptly said, holding the golden scepter while Noirstel stood proudly on her shoulder.

To be continued…


	19. Episode 19: Mind Stone Swipe!

Episode 19: Mind Stone Swipe!

"You!" Loki glared at MJ. "How did you get that scepter? I was watching, and you never moved during the entire match."

"No, but Noirstel did," MJ said. "He used Invisible Web to sneak over to the throne and then he wrapped the scepter in the same webs to carry it back to me."

Loki chuckled. "I find it hard to believe that a tiny spider like Noirstel would have the strength to carry a scepter the size of a forearm."

"Noirstel isn't a normal spider, though. Like Spidi, he has the strength of a human. So carrying the scepter on his back was no problem for him."

"Then why didn't Odinspear hear him? He may be under my control, but he's not deaf."

"Don't you know your Marémon? Noirstel feet have soft padding that allows them to move around without being heard, even by god-like Marémon such as Odinspear."

Sighing, Loki folded his arms. "While I pride myself on my talent for deceiving others, I must congratulate you for stealing the scepter from right under my nose, MJ. But tell me: why did you feel compelled to take it?"

"When you showed that illusion of our friends, you waved the scepter in their direction," MJ explained. "So I figured the scepter was somehow responsible for the illusion and deduced it was powered by the Mind Stone, which was affecting our perception of reality. But I had to be sure, and had Noirstel grab the scepter for me."

"How clever you are, for a mortal," Loki complimented. "Though I could have used the scepter as a medium for my own magic _without _the Mind Stone."

"You mean, the Mind Stone isn't in the scepter?"

"Why don't you give to me, and I'll show you?"

MJ hesitated.

"Don't do it, MJ," Thor urged.

"I should have mentioned earlier that we Asgardians have magic that comes in different forms," Loki continued. "While my sister Hela can manipulate metal like the zipper on Thor's vest, I can affect others' perceptions of reality through mental manipulation."

"But if you could do that, why did you need the Mind Stone to brainwash your father and put him in a coma, let alone the Warriors Three or Odinspear?" MJ asked Loki.

"They were too strong-willed to fall under my deceptions, so I needed something stronger to amplify my power," Loki claimed.

"Like the Mind Stone, which can be used by anyone who has it?" MJ guessed.

"Correct." Loki nodded.

"All right, then let's put that to the test." MJ pointed the scepter at Odinspear. "Hey, Odinspear! You're free!"

Suddenly, the scepter glowed briefly while the bright blue hue of Odinspear's eye dimmed to a more natural blue color. The one-eyed wolf blinked, but upon seeing Loki and Hela's backs he growled and then disappeared after slamming the staff end of his spear Gungnir into the floor.

"No!" Hela cried, looking at the throne. "Odinspear used Matter Transport on himself to escape! Loki, we need to get the scepter back now!"

"Right." Loki pointed at MJ. "It's time to reveal yourself, Lokeen!"

From behind a nearby pillar emerged Lokeen, who was barely standing on its fox-like feet.

"It looks like the paralyzing effect of Spidermin's Stingers has almost worn off," Thor observed. "Though I doubt it'll get very far."

"Plus, if you intend to hurt MJ I won't forgive you!" Peter added.

"Aw, how cute that you're showing such concern for your girlfriend," Hela remarked.

"I'm _not _his girlfriend!" MJ objected, and held the scepter above her head. "And if Lokeen gets anywhere near me, I'll break the scepter."

This made Hela and Loki flinch.

"You wouldn't dare to do that," Loki insisted. "Because if you break the scepter, you may break the Mind Stone."

"Oh, so the Mind Stone _is_ in the scepter," MJ realized. "Thanks for clarifying, Loki, though freeing Odinspear was all the proof I needed."

"Worthless little brother," Hela grumbled. "If it weren't for me, you would still be living in Thor's shadow."

"Shut up, Hela!" Loki snapped. "Lokeen, Telekinesis!"

Weakly, Lokeen raised its claws in MJ's direction. To her surprise, the scepter moved in her hands like it was trying to get away. But MJ fought against this invisible force and slammed the scepter on the ground. The blue orb inside the curved blade-like part of the scepter shattered, revealing a glowing yellow stone inside.

"The Mind Stone," MJ realized, and knelt down to pick it up.

However, the yellow stone floated away from her and moved toward Lokeen. Peter saw this and shouted, "Spidermin, Web Shot that stone!"

Obediently, Spidermin shot a string of web from his mouth that attached to the stone. Then Spidermin pulled the stone back towards himself with the string in a whiplash movement, allowing Peter to catch it.

"How?" Loki exclaimed. "Nothing has ever resisted Lokeen's Telekinesis before!"

"That's because the paralysis effect of Spidermin's webs makes the affected Marémon's attacks weaker than usual," Peter explained. "Now, with this Mind Stone, I want everyone who was brainwashed to be free!"

For a moment, the yellow stone in Peter's hand glowed but nothing else happened.

"If you think you've won, then you're mistaken," Loki said, sounding calmer than before. "Even if you freed those I've brainwashed, they can't get into the Asgard Realm until we're finished with our match."

"Wrong!" Cried a bellowing voice. "That rule does not apply to Odinspear, who can transport himself or anyone in here whenever he wants to."

MJ and Peter looked behind them and saw a tall man standing in front of the swirling rainbow vortex they came in. He had medium white hair, wore a gold-colored eyepatch and an orange robe. Beside the man stood Odinspear, baring his teeth while holding Gungnir in his mouth.

"Father Odin!" Thor exclaimed.

"Yes, it is I," the one-eyed man nodded.

Hela clenched her fist. "How did you get out of your coma so quickly? The Mind Stone was only activated a moment ago."

"After Odinspear transported himself to the New Agard Town Prison where I, your mother, and your other prisoners were being held, he tried to wake me up," Odin explained. "So when the Mind Stone's affect on me lifted, I got up and followed Odinspear immediately. Because even while asleep, I knew everything that was going on."

"That doesn't surprise me, since you do have the magical gift of absolute wisdom," Loki remarked. "Yet it failed to stop me from using the Mind Stone on you."

"No, I let it happen," replied Odin.

"What?" Peter, MJ, Loki, Thor, and Hela exclaimed.

To be continued…


	20. Episode 20: Preparing for Battle!

Episode 20: Preparing for Battle!

"After I made Thor the official Asgard Realm Champion upon my retirement, I couldn't help but notice his brutal methods," Odin said. "He was beating every single challenger that came to the Realm, and not even giving them a chance to earn the Mind Stone Badge."

"So this isn't the Mind Stone Badge?" Peter asked, looking back at the yellow stone he was still holding in his hand.

Odin shook his head. "It is what the Mind Stone Badge is based on. Now, I considered temporarily revoking Thor's title when I realized Hela overheard a private conversation between me and Frigga concerning Loki. From there, I knew she was going to persuade Loki to use the Mind Stone to make me fall asleep and remove Thor. So I let it happen to have Thor learn a lesson in humility, though I failed to see how much Loki would abuse the Mind Stone's power with Hela encouraging it."

"Well, the title of Asgard Realm Champion should have gone to me!" Hela insisted. "I'm your firstborn child, after all, with an incredibly powerful Marémon by my side."

In response, Elarein stomped her hooves in a proud manner.

"Yes, but you were dangerously ambitious," Odin claimed. "I knew if you weren't restrained in some way, you would do more harm than good which has been proven by your current actions."

"Let's not forget that _I_ was the one in charge, Father," Loki interrupted. "Sure, Hela got the ball rolling but it was I who brainwashed the Warriors Three and ordered the arrests on anyone who opposed me. Because regardless of who started it, she and I both wanted the same thing."

"True, but that doesn't excuse your actions despite my part in letting them happen," Odin argued. "Odinspear, Matter Transport Loki and Hela to the prison they enjoyed sending people to while their Marémon shall go back in their PDBs and be transported out of their reach."

Nodding in agreement, Odinspear slammed the spear down on the floor. This caused Lokeen and Elarein to be sent back to Loki and Hela's PDBs, which disappeared in their hands. Next, Loki and Hela disappeared as well.

"As for you three, I need your help," Odin said urgently to Peter, MJ, and Thor. "Colonies of Svartelm and Kurseed are heading toward New Asgard Town from Vanaheim Forest, and I need every able-bodied Marémon Wielder to stop them."

"We encountered Svartelm and Kurseed in Vanaheim Forest yesterday," MJ admitted. "Are they the same ones?"

"Yes, and they're being led by someone I thought was long dead," Odin replied and turned around to walk through the rainbow vortex with Odinspear following alongside him.

Confused by what Odin meant, Peter, MJ, and Thor followed Odin and Odinspear through the rainbow vortex where they emerged from the Norse-style building that served as the entrance to the Asgard Realm. Then after Peter gave the Mind Stone to Odin, he and the others walked to the town square as the sky was becoming lighter with the coming of dawn. At the town square were many nervous-looking Marémon Wielders with some familiar faces among them.

"Eddie! Sif! Jane!" MJ cried, getting the attention of the goatee-bearded boy with a stiff right arm, the dark-haired girl in a leather jacket, the brunette-haired girl with a white scarf who were standing with their Marémon Hornetech, Shieldsif, and Thorina respectively.

"Quill!" Peter exclaimed, recognizing the chestnut-haired boy with a burgundy jacket, whom he had a match with outside of Yortown not too long ago, that was standing along the edge of the crowd in the town square. "I guess you got here before I did."

"Well, obviously," Quill responded. "Those so-called Asgard Realm Champions didn't show any mercy, and threw me in prison along with my Marémon."

"How many Marémon have you gotten since we last met?" Peter asked.

"About three, not counting Starlure," Quill said in a bragging manner. "Then while I was in prison, I got another Marémon. So that makes four new Marémon in total! What about you, Pete?"

"Besides Spidi, I caught one and was promised another, which I didn't get before taking on Loki and Hela," Peter admitted, feeling ashamed.

"Yeah, sorry I didn't give you Hornetech before, Peter," Eddie apologized, interrupting Peter and Quill. "I was having doubts about whether Hornetech would be good enough to go up against Loki and Hela's Marémon, especially since you decided to catch a Shadusk. Did you get one?"

"Sure did, though I didn't get to use her in battle," Peter said. "Instead, Spidi Matured into Spidermin and managed to hold his own against Loki's Lokeen."

Beside Peter's right leg, Spidermin nodded and reared its forelegs up proudly.

"Oh, wow," Eddie said admirably. "That would've been so cool to see…."

"Listen up, Wielders!" Shouted a woman with long blonde hair and wearing a blue dress under gold-colored armor who stood beside Odin on a raised platform in the town square. "Now is not the time to chat idly! You need to prepare your Marémon for battle. Luckily, Nurse Linda is on standby to heal any Marémon that get injured."

From behind the woman with the blonde hair emerged another woman who had medium black hair tied in a ponytail and wore a white uniform underneath a short black cape.

"While I personally do not endorse large-scale battles between Marémon, this is an exceptionally dangerous situation and I will do everything in my power to help you all," said the woman in the nurse uniform. "If any Marémon need to be healed, come to me right away before joining Frigga and her husband Odin at the town's southern entrance."

This led to Thor, Peter, Quill, Eddie, Sif, and Jane to approach Nurse Linda since their Marémon were never healed during their respective battles. She in turn gave each Marémon a dose of Healing Factor Juice, which made their injuries vanish.

"I wonder if Roughouse is going to join us," Peter wondered.

"No, he won't be," Sif answered. "After chasing away some 'assassin lady,' he went to the prison to check on us when Odinspear appeared and took him out. Then after Odinspear freed us, we tossed him in a cell."

"Roughouse was probably referring to Delilah," MJ guessed, causing Sif to blink in confusion. "She was someone Peter and I ran into on our way to the Asgard Realm, and claimed she was an assassin looking to make a deal with Loki and Hela on behalf of her boss."

"Did she say who her boss was?" Sif asked.

MJ shook her head.

"Guess we'll have to solve that mystery once we've dealt with this situation," Jane said.

"Right." Peter nodded.

So Peter and the others marched toward the town's southern entrance with their fully healed Marémon walking beside them while Odin and Frigga led the way.

To be continued…


	21. Episode 21: Revenge of the Dark Elves!

Episode 21: Revenge of the Dark Elves!

Upon reaching New Asgard Town's southern entrance, Peter realized this was where he, MJ, Thor, Eddie, and Jane came through when they ran from the Shadusk the previous night. Standing in a protective line were the Warriors Three Marémon, including the axe-mouthed dragon Volstagg, the mace-wielding dinosaur Hogun, and rapier-wielding bird Fandral. But unlike before, their eyes were no longer glowing blue. While the sky was becoming lighter to the East, the green field between New Asgard Town and Vanaheim Forest was darkened by hundreds of marching beetle-shaped Svartelm and the larger Kurseed. Leading them was a man in a dark robe with pale skin, pointed ears, and piercing blue eyes. Accompanying this man were a computer-shaped Marémon and masked brown-haired youth that Peter recognized.

"It's Ar-I, and White Wolf!" Peter exclaimed, pointing at the computer-shaped Marémon and masked youth.

Odin looked down at Peter with his one eye. "You know them?"

"They're members of Team HYDRA," MJ explained. "Your son Thor helped me and Peter fight against them when they tried to steal our Marémon."

"But that doesn't explain what they're doing here with that man," Thor interjected.

"You should know 'that man' from your history lessons, Thor," Odin said. "He is Malekith, leader of the Dark Elves."

"Dark Elves?" Thor flinched. "I thought they were eliminated by our people a millennia ago."

"Yes, in the official story," Odin nodded. "But in reality, a few of them survived and retreated to their home world of Svartalfheim including Malekith, who went into a death-like state to regain his strength until the next Convergence of all Nine Realms. Then last year, the Convergence happened again."

"So Malekith took advantage and came to this world, where he multiplied the Svartelm that were already living here through breeding while collecting Kurse Stones to Mature them into Kurseed when the time came to use them," Jane speculated. "My guess is Team HYDRA helped Malekith get the Kurse Stones, though I'm not sure what they hope to gain by cooperating with someone who presumably wants revenge for being defeated by the Asgardians."

As Jane spoke, the advancing Svartelm and Kurseed stopped. Malekith stopped as well, along with Ar-I and White Wolf. Then Malekith took a microphone-shaped device attached to the side of Ar-I's monitor that displayed his pixelated face and spoke into it.

"_Odin of Asgard!_" Shouted Malekith in a menacing voice. "_For a millennia, I, Malekith, have dreamed of the day when I would regain my full power to defeat you once and for all! Now, that day has come! Thanks to Team HYDRA's aid, I shall realize my people's dream of returning the Nine Realms to the darkness from which they came starting with Midgard! Do you wish to surrender to my army of Svartelm and Kurseed, or die by my hand?_"

"How is Malekith speaking to us through Ar-I?" Peter wondered.

"He's using Mega Voice, an attack that turns Ar-I's voice into a sonic blast," Jane answered. "But in this case, Malekith's using it to talk to us from all the way over there."

Before Odin could answer Malekith's ultimatum, the sound of thundering footsteps caught everyone off-guard. Then a great shadow passed over the crowd of Marémon Wielders before landing in front of them and the Warriors Three. It was a large black wolf that had emerald-green eyes and covered in battle scars. Riding on its back were Hela and Loki.

"You may have taken away Elarein and Lokeen, Father, but you forgot to take away my Fenwolf," Hela said, glaring down at Odin. "So Loki and I were able to break out of the prison easily with the Marémon Odinspear confiscated."

Immediately, Peter aimed his card-shaped MarGuide at the giant wolf.

"_Fenwolf, the Iron-Jawed Marémon,_" EDITH responded. "_Said to be the God of Wolves, Fenwolf is known for its shapeshifting powers and incredible strength that can even rival Thunderthor in battle. Thus, it is a God/Weapon-Type that will allegedly bring about the end of the Nine Realms in an event known as Ragnarök._"

"Jeez," MJ remarked. "It's a good thing Hela didn't use Fenwolf when she and Loki battled you and Thor."

"Yeah," Peter agreed.

Odin sighed. "Why must you make things difficult, Hela?"

"Because you refuse to recognize that I am worthy of being the Asgard Realm Champion!" Hela snapped. "You know I'm more powerful, and thus afraid of me. So I will prove myself by defeating these ancient enemies of ours singlehandedly!"

Then Hela pushed Loki off Fenwolf's back and rode toward the Svartelm/Kurseed army.

"Well, that didn't go the way I expected," Loki remarked as he got up. "But she'll make a good vanguard for the battle. Would you agree, Father?"

As Odin looked away, Thor was perplexed and asked, "Did you two know this would happen?"

"No, but our father did," Loki explained. "You see, a year ago our mother Frigga had one of her clairvoyant moments. She foresaw Malekith's attack, and told Father about it while expressing concern about me finding out my true heritage during the battle that was to come. This was the conversation Hela overheard, which she told me. I then went to confront Father, and he confirmed everything Hela said. He agreed to let me use the Mind Stone to put him in a coma and take down Thor so long as I kept Hela in check, because Frigga predicted she would meet a terrible fate when Malekith attacked. But obviously, that didn't work out."

"She's still our sister, though," Thor said, grabbing Loki by the collar of his robe. "And now you've sentenced her to death by letting her fight on her own!"

"Not if I can help it," Sif said. "I may not like what she's done, but as the current Shield-Maiden of New Asgard it is my duty to protect the Odinson family along with the town itself. Now, go, Shieldsif! Aid Hela and Fenwolf!"

Standing next to Sif, the shield-faced triceratops Shieldsif snorted and then she went charging out into the field after Fenwolf with Hela still riding it.

"Let's help her, guys," Thor said as he tossed Loki aside while Thunderthor raised its hammer in anticipation. "Thunderthor, Lightning Storm!"

To be continued…


	22. Episode 22: The Shield and the Wolf!

Episode 22: The Shield and the Wolf!

Obeying Thor's command, the red-caped Marémon Thunderthor thrust its hammer into the sky. In a matter of seconds, the area was covered by dark thunderclouds with lightning striking down. A few Svartelm got initially shocked by the lightning and flinched in pain, but the Kurseed didn't seem affected. Meanwhile, Odin had the Warriors Three charge down the field. Peter and the other Wielders sent their Marémon to follow them, as Odinspear remained behind along with Thunderthor and Thorina. The Svartelm reacted to the oncoming Marémon by raising their bent sticks, which fired blasts of dark energy, while Malekith, Ar-I, and White Wolf retreated behind two rows of Kurseed.

"That's Particle Rifle, the Svartelm's most powerful attack," Jane realized.

However, Fenwolf seemed to be unaffected by the Svartelm's Particle Rifle blasts and used its large claws to swipe away rows of Svartelm. Behind Fenwolf, Shieldsif had raised its head and a transparent shield-shaped barrier had appeared around it and the Warriors Three, which blocked the energy blasts that flew past Fenwolf. In turn, the other Marémon were protected as well.

"Amazing," Peter remarked.

"Well, there is a reason Shieldsif is called the Shield Marémon," Sif said proudly. "Her Shield ability forms a protective barrier that can vary in size depending on her strength. So because I trained her well, her barrier is quite large."

"But how long can it last against the Svartelm's Particle Rifle blasts?" Thor asked.

"I'm not sure," Sif responded nervously. "She's never fought against Svartelm before."

Just then, the Svartelm moved around Fenwolf and concentrated their Particle Rifles on Shieldsif's barrier causing it to bend from the amount of dark energy it was absorbing. Above the barrier, Quill's Starlure and Eddie's Hornetech were shooting at the Svartelm with their Quad and Stinger Blasts respectively. Noirstel helped by throwing Spider Webs to immobilize the Svartelm on the other side of the barrier while Spidermin jumped over the barrier and paralyzed them with his Stingers. The Warriors Three followed Spidermin's example by leaping over the barrier and taking on the remaining Svartelm, who retreated behind the first row of Kurseed that were protecting Malekith, Ar-I, and White Wolf. Yet Volstagg's axe-like mouth, Hogun's mace, and Fandral's rapier-shaped stick could barely penetrate the Kurseed's tougher endoskeletons. So Thunderthor and Thorina combined their Lightning Bolt attacks on the Kurseed, which didn't seem to have any effect.

"That Durance ability is making those Kurseed practically invincible," Jane muttered out loud. "It's just like what happened back at the SHIELD Station, where they used that invincibility to knock out Thunderthor and Thorina along with us. How will we ever defeat them?"

"With the Black Hole Grenades," Peter suggested. "Eddie and I encountered Kurseed in the basement of the SHIELD Station, but we sent them running after one of them threw a Black Hole Grenade that swallowed it whole. If we can activate their Black Hole Grenades without them noticing, it'll destroy them for good."

"But how can we do that?" Thor questioned. "We need a Marémon that is not only fast, but is also capable of making itself invisible. Something like…Lokeen!"

Looking to his left, Thor noticed Loki wasn't standing next to him.

"Did anyone see my brother Loki?" Thor said to the other Wielders, who shook their heads.

"He used his mental manipulation power to slip away unseen," Odin stated. "But your mother is currently pursuing him now with Friggablade."

Confused, Thor looked back towards the town and saw a green-clad figure holding onto a black bipedal fox that he quickly realized were Loki and his Marémon Lokeen. Chasing them was a wolf that looked similar to Odinspear, only its fur was golden in color and carried a short sword in its mouth instead of a spear while Frigga herself rode it.

"Will she catch him, Father?" Thor said to Odin.

"Perhaps, though Loki's escape attempt was not foreseen by Frigga," Odin responded. "Hopefully, Friggablade will be fast enough to catch up to Lokeen. After all, she is a wolf and they are faster than foxes."

"Speaking of wolves, is it just me or did Fenwolf get bigger?" MJ asked, pointing to the large black wolf Hela was still riding.

"You're right," Peter noticed. "Before, it was slightly larger than a normal wolf. Now it's almost the size of a house."

"That's because of Fenwolf's Size Change ability," Sif answered. "It'll grow larger the longer it's in battle."

"Hopefully, Fenwolf doesn't get too big," MJ said nervously. "Otherwise, it could hurt our Marémon along with the Svartelm and Kurseed."

###

On the battlefield, Hela noticed Shieldsif and the other Marémon, giving them an annoyed look.

"Go back to your Wielders!" Hela insisted. "This battle is mine!"

"_Very well, _Fräulein," said Ar-I while Malekith still held the microphone-shaped device. "_If you want these Marémon to go away, then I shall make it happen._"

From the top of Ar-I's computer body emerged a camera-like device that emitted a green wavy energy that washed over Fenwolf, Shieldsif, the Warriors Three, and the other Marémon. With this, all their eyes changed to a sickly green color except for Fenwolf, whose eyes remained the same emerald-green color.

"What did you do to them?" Hela demanded.

"_I used Brainwash to render the Marémon useless,_" Ar-I explained. "_Now they will only obey me, though it seems your Fenwolf is unaffected_."

"That's because he has a strong will, just like I do," Hela claimed.

"_Really? Then let's see how well that will holds,_" Ar-I sneered. "_Take her down, my pets!_"

Nodding obediently, Sheildsif lowered her barrier and charged at Fenwolf. The Warriors Three, Spidermin, Noirstel, Hornetech, Starlure, and the other Marémon followed Shieldsif's example as they surrounded Fenwolf and Hela. Meanwhile, the few Svartelm that were still alive and the first row of Kurseed formed a circle around them. Back at New Asgard's southern entrance, Peter watched the whole thing with a perplexed stare.

"What's going on over there?" Peter wondered.

"It looks like Ar-I used Brainwash to hypnotize our Marémon into attacking Hela and Fenwolf," Jane figured. "But I'm not sure what the Svartelm and Kurseed are doing, unless — oh, no!"

Thor gave Jane a concerned frown. "Is it bad?"

Reluctantly, Jane nodded. "I think they're going to use the Black Hole Grenades simultaneously to swallow our Marémon with Hela and Fenwolf among them."

MJ clenched her fists in anger. "We've got to stop them."

As MJ tried to make a dash toward the field, she was held back by Sif.

"Let me go!" MJ insisted. "If we don't do something, our Marémon will die!"

To be continued…


	23. Episode 23: Dawning Detonation!

**So in the comic books, Fenris Wolf (which is the inspiration behind Fenwolf if you couldn't tell) has the ability to change into a human-like form which I'm using for one of Fenwolf's attacks.**

Episode 23: Dawning Detonation!

Standing in a full circle around the brainwashed Marémon that surrounded Fenwolf and Hela, the Svartelm and Kurseed reached for their sides where the Black Hole Grenades were kept. But as soon as they made gripping motions, they seemed confused. Peter then noticed several black objects were floating through the air toward a spot in the sky that was above a section of the field between the town and the Svartelm/Kurseed circle. In the blink of an eye, the spot was revealed to be Loki riding on Lokeen, who was floating in the air.

"What are they doing here?" Thor wondered out loud.

Hearing footsteps, Thor looked back and saw his mother Frigga standing behind him with Friggablade at her side.

"I had Friggablade use Illusion Cast to make Loki think he was leaving town, when he really headed here," Frigga explained. "Now he thinks he's on the edge of the sea cliffs and using Lokeen to float rocks for a safe decent to the beach below, which are actually the Black Hole Grenades as you can clearly see."

"But Lokeen has Illusion Cast too," MJ recalled. "Shouldn't he see through this?"

"Yes, but my Friggablade is capable of casting very powerful illusions that can even fool Lokeen," Frigga claimed.

Out of curiosity, Peter consulted the MarGuide on Friggablade.

"_According to Asgardian legends, Friggablade taught the power of illusion to Lokeen so it could escape from predators such as Fenwolf_," EDITH stated. "_But instead, Lokeen used this power to steal things from other Marémon and humans._"

Just then, the thunderclouds parted revealing a bright sun rising over the eastern horizon. This made the remaining Svartelm flinch in pain while the Kurseed were visibly annoyed. As shadows appeared on the ground, Peter got an idea.

"Cassie, Shadow Manipulation now!" Peter commanded and held up his second PDB.

From the silver-orbed PDB emerged Cassie the Shadusk, who raised her tiny shadowy hands. Black tendrils then emerged from the individual shadows of the Svartelm, Kurseed, and other Marémon that surrounded Hela and Fenwolf which wrapped around their limbs freezing them in place. Even Malekith, Ar-I, and White Wolf were wrapped in the same shadowy tendrils and couldn't move either.

"Good thing I didn't summon Cassie for the battle," Peter remarked. "Because with the sunlight out, she can use the shadows to freeze everyone except Hela and Fenwolf."

Hela seemed to notice this herself and commanded Fenwolf to leap out of the two circles of Marémon. Standing outside of the Svartelm/Kurseed circle, Fenwolf then changed from a giant wolf into a humanoid wolf that was carrying a tooth-shaped hammer while Hela jumped off him.

"Fenwolf's using Anthromorph to change from its Wolf form to its Human form," Sif realized. "That way, he can wield the Tooth Hammer Uru, which is almost as strong as Thunderthor's hammer Mjölnir."

Using the hammer Sif described, Fenwolf proceeded to smash it into several immobile Svartelm and Kurseed as Hela watched. While the Svartelm's endoskeletons cracked from the impact of the Tooth Hammer, the Kurseed's endoskeletons remained intact.

"We need to send reinforcements to help them," Thor said, turning to Thunderthor.

"But wait!" Jane said. "If we sent more Marémon, they'll just get Brainwashed like the others."

"Then we'll just have to detonate the Black Hole Grenades from here," said a female voice.

Peter looked back at Nurse Linda, who was standing behind the other Marémon Wielders, and from behind her emerged a young woman with strawberry-blonde hair wearing a tan raincoat over a brown business suit and skirt.

"You're…Pepper Potts!" Peter exclaimed. "Tony Stark's fiancee!"

"I _was _his fiancee," the strawberry-blonde responded solemnly. "But I apologize for not sending out my Marémon earlier as I'm used to judging Marémon Theater competitions."

"And you've been the CEO of Stark Industries following Tony's passing during the Infinity War three years ago," MJ added.

"Yes," Pepper nodded. "I have Tony's Ironfly with me, and my own Marémon Resgnat."

MJ's eyes widened. "The same one that's won the Marémon Lovers Festival for three years straight?"

"The same," replied Pepper.

While Pepper and MJ were talking, Frigga walked up to Odin and stood beside him. She reached for his belt, but he stopped her hand.

"Nice try, Loki," Odin said sternly. "But I can see right through you."

In an instant, Frigga changed into Loki while Friggablade became Lokeen. Then further down the street behind Nurse Linda, another Frigga and Friggablade came running. Nurse Linda and Pepper stepped aside to allow these two through, who looked winded.

"Mother," Thor realized. "What happened?"

"Loki and Lokeen slipped away using Conceal," Frigga said between breaths. "So I predicted Loki would come back here and try to steal the Mind Stone. Looks like I was right."

Just after Frigga spoke, the Lokeen floating in the air with Loki on his back faded away leaving only the Black Hole Grenades that were coming dangerously close together.

"Even if Illusion Cast may not have fooled you, Father, I still have Lokeen using Telekinesis to hold up the Black Hole Grenades," Loki said. "I could drop them wherever I wanted, even on New Asgard Town."

"So you're resorting to blackmail to get the Mind Stone." Odin looked downward. "This is how you chose to repay me, after I gave you what you wanted?"

"But we both know you would've taken the Asgard Realm Champion title from me as soon as Thor learned his 'lesson,'" Loki replied. "I'm just insuring that I remain in power."

"Resgnat, Laser Blast the grenades floating in the sky!" Pepper took out a PDB and summoned a Marémon that resembled an bee-like insect with a blue-colored body, curved wings, long silver limbs, and a mask-like face similar to Ironfly's.

"Matter Transport Hela, Fenwolf, and the Wielders' Marémon away from here now, Odinspear!" Odin commanded.

Nodding, the one-eyed wolf Odinspear stomped its spear into the ground which made Hela, Fenwolf, and the brainwashed Marémon disappear. The blue insect Resgnat then raised its tiny arms where two glowing orbs were embedded into its palms. Streaks of bright energy emerged from these orbs, which hit the cluster of floating Black Hole Grenades. Immediately, they exploded and created a large vortex that drew everything towards it including the grass and rocks from the field below. Yet the Svartelm and Kurseed remained in place due to Cassie's shadows, so Peter told her to release them. As she did, the Svartelm and Kurseed got sucked into the vortex.

To be continued…


	24. Episode 24: Reluctant Partings!

Episode 24: Reluctant Partings!

After the Svartelm and Kurseed were absorbed into the vortex created by the Black Hole Grenades, it disappeared.

"Well, that was convenient," MJ remarked. "I thought the vortex was just going to keep going until it sucked everything up."

"The reason it disappeared is because Black Hole Grenades have a limit to how much matter they can absorb weight-wise," Jane explained. "So when Peter and Eddie had their encounter with the Kurseed in the basement of the Vanaheim Forest SHIELD Station, the activated Black Hole Grenade grabbed a few Kurseed before disappearing since it reached its weight capacity. Now given the number of Black Hole Grenades that exploded just now, the weight capacity was greater. Therefore, it reached its limit when that whole army of Svartelm and Kurseed were sucked in."

"Okay, that makes sense," Peter agreed. "But where did our Marémon go?"

"Up there," Thor said, motioning his thumb toward the cemetery on the eastern hill.

Indeed, all the Wielders' Marémon were there including Hela and Fenwolf. But unlike before, the Marémon looked confused.

"Looks like Ar-I's Brainwash wore off," Sif noticed.

"I wonder why that is," Peter muttered and consulted his MarGuide.

"_Ar-I's signature attack, Brainwash, is effective as long as the Marémon it's controlling is nearby,_" replied EDITH. "_Now whether this attack can affect humans in the same way or not is debatable, though Team HYDRA did perform human experiments with Ar-I during the Second Marémon War._"

"So because our Marémon were transported far enough away from Ar-I, his Brainwash attack no longer affected them," Peter realized. He then looked down the field at White Wolf, who was still immobilized by Cassie's shadows and staring ahead with his eyes obscured by black goggles. "That does make me wonder if—

Peter's train of thought was interrupted by a loud whirling sound that came from a line of trees beyond the cemetery to the east. Above them rose a black helicopter with an emblem of an eagle-like bird Marémon on the side.

Jane's eyes widened. "It's SHIELD!"

"We didn't get the chance to call them when we got out of that prison," Eddie realized. "So they must be here to investigate the apparent silence coming from the Vanaheim Forest station."

The SHIELD helicopter then landed on the field between New Asgard Town's southern entrance and the three immobile figures. From the sides emerged several men wearing black uniforms that were led by a tall muscular man with shaved dark hair. He approached the crowd of Marémon Wielders with Odin standing in front while Frigga restrained Loki as Friggablade did the same to Lokeen. Jane and Eddie approached the tall dark-haired man, saluting to him.

"Commander Rumlow," Jane addressed.

"Intern Jane Foster, and Eddie McDonough," the tall man said as he saluted back at Jane and Eddie. "Explain _why _you abandoned your post in the Vanaheim Forest!"

Flinching from Rumlow's aggressive tone, Jane said, "We had no choice, sir. The Svartelm and Kurseed that have been infesting Vanaheim Forest attacked the station, so we came to New Asgard Town for help."

Rumlow raised an eyebrow. "And you didn't get in touch with us here because?"

"I can explain, Mister Rumlow," Odin spoke up.

"This had better be good, because I'm not a very patient guy and neither is my boss Nick Fury," Rumlow responded grumpily.

###

After Odin explained Loki and Hela's scheme along with the subsequent battle with Malekith, Rumlow ordered his men to secure the Dark Elf leader and his Team HYDRA accomplices. This caused Peter to order Cassie the Shadusk to release them from her shadowy tendrils, which made her sigh with exhaustion. So Peter placed Cassie in his shadow, and that seemed to replenish her energy. Meanwhile, the other Marémon were led from the cemetery back into the town by Sif where they reunited with their Wielders. Noirstel jumped onto MJ's shoulder in an excited manner, while Spidermin hugged Peter's legs and Hornetech flew up to Eddie. Even Shieldsif was nuzzling her massive shield-shaped head against Sif's shoulder. Everyone then approached Nurse Linda, who gave them all Healing Factor Juice for their Marémon.

"Didn't you have four other Marémon?" Peter asked Quill as the two of them healed Spidermin and Starlure respectively.

"Yeah, but they're not as obedient compared to Starlure, who's really come a long way despite his occasional moments," Quill explained, just as his crawfish-shaped Marémon snapped his pincers at him in a teasing manner. "So I didn't want to bring the others out in case things got out of hand."

"Makes sense," Peter agreed. "I just wish I had more Marémon."

"Honestly, I lucked out on the ones I got. The first one was caught after it tried to steal something from Starlure, while the other two were found in Vanaheim Forest being attacked by those Svartelm, and the fourth one happened to be in the New Asgard Town Prison."

"Wow, that is lucky…."

"I'm sure you'll get other Marémon soon enough, Pete. Otherwise, what's the point of calling you my rival?"

Peter made a small laugh and looked down at the tiny shadowy figure that was Cassie the Shadusk. "You did great today, Cassie. I'm sure your former owner will be happy to take you back once they've seen what you can do."

Cassie made an excited sound in response that was no less distorted from her usual noises. Nearby, Hela and Loki were being taken into custody and placed into the SHIELD helicopter while their Marémon were placed inside their PDBs. Malekith and White Wolf were already sitting inside along with Ar-I, whose computer body had been put in Sleep Mode to protect the SHIELD agents from his Brainwash attack. As for Jane and Eddie, they were ordered by Rumlow to accompany him so they could explain their story to Nick Fury at the SHIELD Headquarters in the city of Wakington, which was south of Yortown.

"So, I guess this is goodbye for now," Jane said to Thor before she boarded the helicopter. "Maybe we'll meet again someday."

"Yeah, I hope so," Thor smiled.

Then as Jane walked over to the passenger side of the helicopter, Eddie walked up to Peter and discreetly placed a PDB in Peter's jacket pocket.

"I want you to have him," Eddie said, choking on his words.

To be continued…


	25. Episode 25: Encouragement and Bravery!

Episode 25: Encouragement and Bravery!

Realizing what Marémon was inside the PDB Eddie gave him, Peter responded, "But…he's your creation, and he did really well in the battle."

"And it's for that reason he's better off with you," Eddie replied. "I've been thinking about what MJ said, about what SHIELD could do with a whole bunch of Hornetech, and I don't want him to become a living weapon like those Svartelm we just fought. He deserves a free, happy life as a Marémon with friends like you to take care of him."

"Okay, well…I guess I'll 'borrow' Hornetech for the time-being," Peter said, holding back the tears welling up in his eyes. "But if we meet again, I'll give him back if he wishes it."

"Deal." Eddie held out his non-palsied left hand to shake, which Peter took with his right hand.

Then Eddie met up with Jane in the helicopter, where Rumlow was sitting in the pilot's seat. He started the helicopter up, forcing everyone to clear the area. Soon enough, the SHIELD helicopter took off with its passengers safely onboard and it disappeared over the tall trees of Vanaheim Forest.

"I hope you understand Eddie's wishes, Hornetech," Peter said to the PDB he took out from his jacket pocket. "He wants you to go where he can't, and I'll do everything I can to make that dream a reality."

Nearby, MJ was examining Pepper's blue insect Marémon Resgnat with the MarGuide after the two introduced themselves.

"_Often called the Rescue Marémon, Resgnat tend to save Ironflys that are in trouble by using similar abilities,_" said EDITH from MJ's MarGuide. "_This has led to the conclusion that Resgnat are the female counterpart to Ironflys, as they both Mature from the Prototype Marémon Protopupa and are Tech-type._"

"I'm assuming you got your MarGuide from Professor Banner," Pepper guessed.

"Yes, Peter and I both got MarGuides when we set off from Yortown," MJ answered.

"So are you and Peter traveling as a couple?" Pepper asked.

MJ's face turned red. "No, we just happen to be heading the same way. He's trying to collect Infinity Stone Badges, while I'm out to get Affection Ribbons."

"Excuse me, Miss Potts," interrupted a teenage girl with blonde hair pulled back by a black headband, who was wearing a mint-green jacket over a black top and purple skirt. "I'm Gwen Stacy, Marémon Supporter-in-Training, and regarding this town's Encouragement Ribbon…will we still be able to compete for it at the local Marémon Theater despite the battle?"

"Given the unusual circumstances that have occurred, I think all the competitors for the Affection Ribbons did well," Pepper responded. "You encouraged your Marémon to do the best they could in the battle, even if they did get Brainwashed in the end. But they gave it everything they could, and that's what counts. So you shall all be rewarded with the Encouragement Ribbon, but that doesn't mean I'll go easy on you at the next Marémon Theater."

Then Pepper proceeded to hand out small lime-green ribbons shaped like hearts held together by a gold pin adorned with an emerald gemstone to all the would-be Marémon Supporters, including MJ and Gwen.

"Perhaps I should take Miss Potts' example," Odin said and reached into a pocket of his robe. "To all the Marémon Wielders who came to challenge the Asgard Realm, I shall reward you with the Mind Stone Badge for the bravery your Marémon showed in the battle. May you take this courage to your future battles in the road to the Avengers League."

From the pocket, Odin produced a number of yellow stones that looked just like the one Peter returned. However, these ones were hemispherical in shape with pins melted into the back. So Peter and Quill took them, though the latter seemed disappointed.

"I feel like I don't deserve this, since I couldn't win against Loki and Hela," Quill muttered.

"But they claimed the Asgard Realm Champion title under false pretenses," Peter reminded. "And if you still want a match, I could battle you."

"Oh, yeah, we did make that promise back outside of Yortown," Quill recalled, but then he shook his head. "Maybe when you get more Marémon, I'll consider battling you for real. Plus, I need time to get my Marémon under control. So until then, keep the Ravagers patch I gave you."

Showing the flame-shaped logo Quill gave him, Peter nodded. "And on that note, be sure to keep the Ironfly pin."

"Don't worry, Pete, I've still got it." Quill then showed the pin that had the red mantis Marémon Ironfly before walking into town and heading eastward along a partially visible road that went up to the trees beyond the cemetery.

Meanwhile, Gwen sighed. "This wasn't how I expected to win the Encouragement Ribbon. I even had a cute outfit that was custom-made for my Marémon."

"Well, we've got another town to try to win the next Affection Ribbon for real," MJ said. "And I don't plan on losing."

"Neither do I, MJ," Gwen replied. When MJ gave her a surprised look, Gwen said, "That was the name I overheard your boyfriend calling you."

"He's _not _my boyfriend!" MJ insisted. "Why does everyone keep thinking that? Just because I happen to be traveling with a boy who's also a friend doesn't mean we're a couple."

"Keep telling yourself that," Gwen said cheekily. "I know love when I see it, because I too am in love with someone."

"Who?"

Gwen giggled. "Maybe I'll tell you when you beat me at the next Marémon Theater competition. Until then, see ya!"

Then as Gwen followed Quill along the same eastern road, Thor was approached by Odin.

"So, my son, has this whole ordeal taught you what it means to be a Realm Champion?"

"Not really, Father," Thor answered honestly. "Because my journey with Peter and MJ has made me realize there are a lot of things I don't know very well. Humility is one of them, but there's also friendship and teamwork. I think all these qualities are important for a Realm Champion to learn, so I want to travel further and become a better person through my experiences out there rather than here."

Odin made a slight smile. "So be it. Then I shall atone for my part in the troubles that plagued our town by turning myself in to SHIELD, since I only told them one side of the whole story."

To be continued…


	26. Episode 26: Continuing the Journey!

Episode 26: Continuing the Journey!

"Are you sure you want to turn yourself in, Father?" Thor asked, not believing what Odin was proposing to do. "You didn't do anything wrong."

"No, but I allowed the bad things that happened in this town to happen," Odin argued. "Therefore, I'm just as responsible as your brother and sister."

"I'll accompany you," Frigga offered. "You wouldn't be able to make it to the nearest SHIELD Station by yourself."

"Do not worry, Frigga," Odin insisted. "Because Odinspear will take me there."

"But you can't leave!" Sif interrupted, standing between Odin and Thor. "Who is going to run the Asgard Realm now?"

"You will," Odin said.

Sif froze. "Me?"

"Consider it a temporary position," Thor said. "It'll only be until I get back. Besides, I think you would make a great Realm Champion. Your Shieldsif is very strong, and you have great leadership skills that were clearly shown when you led the Marémon back to their Wielders."

"And if you are having any issues, you're welcome to see me at any time," Frigga offered, putting a hand on Sif's shoulder.

In response, Shieldsif snorted encouragingly.

"Well, if Shieldsif's onboard, then I'll give it a shot," Sif answered and turned to Thor. "Just…don't take too long, okay?"

"Not sure I can guarantee that, but I'll try," Thor responded.

"That's good enough for me," Sif smiled.

Standing next to Peter, MJ watched the conversation with interest as she pinned the Encouragement Ribbon on the inside of her artichoke-green jacket. "You know, it's hard to tell who likes Thor more. I mean, Jane was his girlfriend until he left. So naturally, she was bitter upon seeing him again when we met her in Vanaheim Forest. But that exchange they had before she got on the helicopter made it seem like they patched things up. On the other hand, Sif clearly has feelings for Thor but doesn't seem to want to express them. What do you think, Peter?"

Instead of answering, Peter pinned his Mind Stone Badge along the strap of his red backpack and held up the PDB containing Hornetech. Spidermin noticed the distant look on Peter's face and leaned up against Peter rubbing its fuzzy face against his leg. Cassie the Shadusk followed Spidermin's example and floated up to Peter's shoulder using her cape-like membrane between her arms.

"Is something wrong?" MJ asked, looking at the PDB that Peter held. "Why are you holding that PDB so tightly?"

"Eddie gave this to me," Peter muttered.

MJ gasped. "Then it's…Hornetech?"

Reluctantly, Peter nodded.

"But how could he give up Hornetech like that? He made that little guy, after all."

"He told me he didn't want Hornetech to become a weapon, based on what you speculated about what SHIELD could do with him. So he gave Hornetech to me so it could experience the world the way Eddie wished he could."

"I see." MJ placed her hand on top of Hornetech's PDB. "You'll do fine, Peter. If Spidermin and Cassie show this much love for you, then Hornetech will like you too."

Spidermin and Cassie made emphasizing sounds to support MJ's words.

"You're right." Peter nodded, and placed Hornetech's PDB next to Cassie's PDB. "The last thing I want to do is disappoint Eddie, so I won't!"

Then MJ and Peter walked up to Thor, who explained that he was going to continue traveling. So the two offered him to come with them and he accepted. After that, the three went into the town to pick up supplies. On the way, they ran into Pepper, who was putting down a cellphone, while Odinspear transported himself and Odin away behind them.

"I just called a private helicopter to pick me up," Pepper said to MJ. "Do you and your friends want to hitch a ride with me?"

"Where are you going?" MJ asked.

"First, Yortown for a business meeting at Stark Tower and then Sokovia City for the next Marémon Theater competition," Pepper answered.

"As much as I would appreciate that, my friends and I will get to Sokovia City on our own," MJ said. "We're planning to go through La Vie City to get there."

"But that's on the other side of the low mountain range east of here," Pepper realized. "And then you have to cross another set of mountains to get into the valley where Sokovia City is. You think you can handle such a journey?"

"Guess we won't know until we try," MJ shrugged. "Right, boys?"

Nervously, Peter and Thor nodded.

###

"Maybe not going with Miss Potts was a mistake!" Peter cried over the roaring winter winds. He, MJ, and Thor were currently crossing over the mountain range after trekking several miles east from New Asgard Town for two straight days. "We should turn back!"

"We're not giving up now!" MJ insisted. "I want to prove to her that I can make it! Don't you want to prove it too, being a Marémon Wielder and all?"

"Yeah, but it's not worth freezing to death over it!" Peter argued.

"Guys, I see a cave up ahead!" Thor shouted, pointing to a dark hole in the side of the mountain. "I'm sure we could rest in there until the storm calms down."

So neither Peter nor MJ said anything further as the two of them trekked further up with Thor following behind them. Due to the amount of walking and dieting, Thor's gut protruded even less than before. Once they got into the cave, Peter immediately piled up sticks that Spidermin had been collecting in his webs while MJ used a lighter she brought to start a fire. Meanwhile, Thor covered the cave entrance with a large blanket and had Thunderthor magnetize it to the cave wall with his electricity.

"Good thing there are metal deposits in this cave," Thor reflected. "Otherwise, the blanket would've fallen uselessly to the floor and we would've had to nail it to the wall."

"Yeah, and I would feel bad about damaging the natural cave wall," Peter said. "After all, it has been around longer than us."

"Hey, this cave goes even further back," MJ noticed, pointing to the darkening tunnel behind them. "Where do you think it goes?"

"I don't know, but let's hope there aren't any dangerous Marémon in here," Thor said.

To be continued…


End file.
